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How To Think Like Benjamin Graham and Invest like Warren Buffett

VIEWS: 42 PAGES: 288

									HOW TO THINK LIKE
BENJAMIN GRAHAM
AND INVEST LIKE
WARREN BUFFETT
This page intentionally left blank.
HOW TO THINK LIKE
BENJAMIN GRAHAM
AND INVEST LIKE
WARREN BUFFETT


Lawrence A. Cunningham




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DOI: 10.1036/007138104X
     CONTENTS



     Acknowledgements      ix

     Introduction: The Q Culture   xi



     PART I:

     A TALE OF T WO MARKETS                                           1

     Chapter 1. Mr. Market’s Bipolar Disorder                        3

           Swings, Bubbles, and Crashes / 5

           Be an Anomaly / 11

           Barrel of Monkeys? / 12

     Chapter 2. Prozac Market                                        17

           Obscurity / 17

           Simplicity / 18

           The Perfect Dream / 22

           Tidying Up the Tale / 28

     Chapter 3. Chaotic Market                                      33

           New Wave / 33

           Next Wave / 36

           Complexity / 46

           Behavioral Finance / 47

     Chapter 4. Amplified Volatility                                  51

           Information Volatility / 51

           Transaction Volatility / 59

           Trader Volatility / 63

           Prognosis / 66

     Chapter 5. Take the Fifth                                      69

           Who’s in Charge? / 70

           Sticking to Your Knitting / 71

           Alchemy / 81

           The Long Run / 86


                                                                      v

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vi    Contents


PART II:

SHOW ME THE MONEY                                     89

Chapter 6.    Apple Trees and Experience               91

     Fools and Wisdom / 91

     Horse Sense / 100


Chapter 7.    Your Circle of Competence               105

     The Initial Circle / 106

     The Nurtured Circle / 109

     A Full Circle / 114

     Decision Making / 116


Chapter 8.    Recognizing Success                      119

     Business Fuel / 120

     Managers under the Microscope / 124

     Bang for the Buck / 128

     The Full Tool Chest / 131


Chapter 9.    You Make the Call                       133

     Assets / 134

     Earnings / 138

     Silver Bullets and the Margin of Safety / 142

     Cash / 144

     Market Circularity / 146


Chapter 10.      Making (Up) Numbers                  153

     Perennials / 153

     Satire / 157

     Charades / 162

     Coda / 167



PART III:

IN MANAGERS WE TRUST                                  169

Chapter 11. Going Global                               171

     The Two-World Story / 172

     Illusions of Duty / 176

     One World to Come / 180

                                       Contents    vii


Chapter 12. Rules and Trust                       193

      The Family Manager / 193

      Local Governance / 195

      General Governance / 200

      Your Voice at the Table / 202

Chapter 13. Directors at Work                     205

      Hail to the Chief / 206

      Pay / 207

      Deals / 212

      Capital / 215

      Checking Up / 217

Chapter 14. The Fireside CEO                      221

      Master Servants / 221

      Action / 222

      Lights / 230

      Trust / 235


Conclusion: The V Culture   243

Notes    245

Index    257

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     ACKNOWLEDGMENTS




     T    he main ideas in this book trace their intellectual lineage to
          Benjamin Graham, whom I never knew but must thank post-
     humously, and Warren Buffett, whom I have the great fortune to
     know and from whose writings, talks, and conversations I have
     gained knowledge and insight. Neither of these men, of course, has
     any responsibility for this book’s content and no doubt would disa-
     gree with some of what it says, though it is written as a narrative
     interpretation of principles they developed, to which it tries to be
     faithful.
         Mr. Buffett deserves my continuing thanks for permitting me to
     prepare a collection of his letters to the shareholders of Berkshire
     Hathaway, The Essays of Warren Buffett: Lessons for Corporate Amer-
     ica, and for participating along with Berkshire Vice-Chairman
     Charles Munger in a symposium I organized to analyze it. Thanks
     also to the readers of that collection of wonderful writings for en-
     couraging me to write the present book, especially the courageous
     college and business school professors who use that book in their
     courses and their many students who tell me how valuable it is.
         Other fans of that book who encouraged me to write this one
     include my friends at Morgan Stanley Dean Witter, led by David
     Darst and John Snyder; Chris Davis and KimMarie Zamot at Davis
     Selected Advisers; the team at Edward D. Jones; and supporters too
     numerous to mention at other firms who appreciate the business
     analysis way of investing.
         By training and professional habit I am a corporate lawyer, and
     as my students know, effectiveness as a corporate lawyer requires
     mastering not only (or mostly) law but also business, including fi-
     nance, accounting, and governance. For tutelage in that philosophy,
     I thank my friends and former colleagues at Cravath, Swaine &
     Moore as well as that firm’s clients.
         Not all law faculties recognize the intersection of law and busi-
     ness. My colleagues at Cardozo Law School do and support my re-

                                                                        ix

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x      Acknowledgments


search and writing in the fields of finance, accounting, and gover-
nance that seem to others a step beyond law as such. Among these
colleagues, special thanks to Monroe Price for introducing me to
Warren Buffett through their mutual friend Bob Denham. For grant-
ing me a sabbatical to devote time to work on this book, I especially
thank Dean Paul Verkuil and Dean Michael Herz.
    My personal and institutional ability to span these and other
subjects has been greatly aided by Samuel and Ronnie Heyman, both
nonpracticing lawyers and astoundingly talented businesspeople, in-
vestors, and philanthropists. They generously endowed the Samuel
and Ronnie Heyman Center on Corporate Governance at Cardozo,
a multifaceted program I direct that explores this range of disciplines
in teaching, research, and policy review.
    My own teachers also deserve my thanks, particularly Elliott
Weiss, now professor at the University of Arizona College of Law,
who long ago drew my attention to Graham and Buffett’s ideas and
who generously shares his wealth of knowledge. For allowing me to
use in modified form some materials from a textbook we worked on
together. I also thank Professor Jeffrey D. Bauman of Georgetown
University Law Center, and West Group, that book’s publisher.
Thanks also to West Group for allowing me to use in modified form
some materials from another textbook I wrote, Introductory Account-
ing and Finance for Lawyers, which is not for lawyers only.
    Many thanks to the whole team at McGraw-Hill for their con-
fidence, enthusiasm, and guidance, particularly Kelli Christiansen,
Jeffrey Krames and Scott Amerman.
    Most of all, thanks to my wife, JoAnna Cunningham, who pains-
takingly edited the entire manuscript with precision and grace and
encouraged me every step of the way.
     INTRODUCTION:

     THE Q CULTURE




     C    ommon sense is the heart of investing and business manage-
          ment. Yet the paradox of common sense is that it is so uncom-
     mon. For example, people often refer to a stock or the market level
     as either “overvalued” or “undervalued.” That is an empty statement.
     A share of stock or the aggregate of all shares in a market index have
     an intrinsic value. It is the sum of all future cash flows the share or
     the index will generate in the future, discounted to present value.
         Estimating that amount of cash flow and its present value are
     difficult. But that defines value, and it is the same without regard
     to what people hope or guess it is. The result of the hoping and
     guessing game—sometimes the product of analysis, often not—is
     the share price or market level. Thus, it is more accurate to refer to
     a stock or a market index as overpriced or underpriced than as over-
     valued or undervalued.
         The insight that prices vary differently from underlying values is
     common sense, but it defies prevalent sense. Think about the ticker
     symbol for the popular Nasdaq 100: QQQ. The marketing geniuses
     at the National Association of Securities Dealers may have chosen
     three Qs because Q is a cool and brandable letter (think Q-Tips).
     In choosing from the letters N, A, S, D, and Q, however, they se-
     lected the one (three times) that stands for Quotation and unwit-
     tingly reflect a quote-driven culture by this quintessentially New
     Economy index created in mid-1999.
         Quotes of prices command constant attention in the mad, mod-
     ern market where buyers and sellers of stocks have no idea of the
     businesses behind the paper they swap but precisely what the price
     is. Quote obsession trades analysis for attitude, minds for myopic
     momentum, intelligence for instinct. Quotations are the quotidian
     diet of the day trader, forging a casino culture where quickness of
     action fed by irrational impulses displaces both quality and quantity

                                                                         xi

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xii      Introduction: The Q Culture


of thought. QQQ is an apt symbol for the most volatile index in
stock market history.
     In the Q culture, common sense is common nonsense, putting
price on a pedestal and all but ignoring business value. The Q trader
sees price as everything. The smart investor knows what value is.
She focuses on value first, and then compares value to price to see
if an investment holds the promise of a good return. That kind
of focus requires the investor to operate as a business analyst, not
as a market analyst or securities analyst and certainly not as a Q
trader.
     This book develops a mind-set for business analysis as the an-
tidote to the Q culture. It discusses the tools of stock picking and
highlights critical areas of thinking about markets and prices, and
businesses and managers. It builds a latticework of common sense
to fill the vast value void in today’s markets.
     The book first shows you why it is a mistake to operate as a
market analyst or to look to the market to reveal value when all it
can do is reveal prices. It then presents the tools to think about
performance and value but also cautions about how financial infor-
mation can be distorted in ways that can mislead you. Accordingly,
it argues that an essential element of intelligent investing is a com-
monsense ability to assess the trustworthiness of corporate manag-
ers, principally the chief executive officer and board of directors.
     The business analysis approach to investing shatters many myths
of investment lore prevalent in the Q culture though not unique to
it throughout history. For example, it rejects a distinction as perva-
sive as it is mistaken between growth investing and value investing
(or between growth stocks and value stocks). To be sure, some com-
panies show greater promise of earnings growth than others, but all
rates of growth are a component of value so this distinction, crys-
talized in the early 1970s and a growing fixation ever since, is of no
analytical value.
     For another, the business analysis approach underscores a key
distinction between investing on the one hand and speculation or
gambling on the other. All investing involves risk and in that sense
there is a speculative element in all of it. Intelligent investing, how-
ever, calls for a reasonably ascertainable valuation and comparison
to the price.
     Leading examples of speculating and gambling include people
buying shares in IPOs or Internet start-ups they know little or noth-
                                  Introduction: The Q Culture        xiii

ing about and buying shares in any business without first reading its
annual report or knowing what to look for in it. For every gambling
success story you hear about, there are scores of failures you don’t.
As The Wall Street Journal recently quipped, no brother-in-law has
ever been known to reveal how much money he lost in the stock
market.
     The focus on business analysis as opposed to market analysis is
reinforced by the imaginary Mr. Market, created by the twentieth
century’s most astute investment thinker and business school
teacher, Benjamin Graham. Price and value diverge in capital market
trading because the market is best characterized as manic depressive,
mostly either too euphoric or too gloomy. This is contrary to the
popular but mistaken belief that markets are efficient and therefore
accurately price securities.
     Once you as a business analyst know how to look, the next ques-
tion is where to look. The core idea is your circle of competence,
created by the twentieth century’s most successful investor and busi-
ness educator, Warren Buffett. It is defined by your ability to un-
derstand a company’s products and operating context. Circles of
competence are as varied as the investors who must define them. All
investors must grapple with the challenge of using current and past
information to gauge future business performance.
     For most people, it is easier to do this with businesses that have
been around a long time, been through lots of business cycles, and
faced economic recessions. Within that group of business are many
whose long track records justify being called classics—well-
established companies with powerful global products and market po-
sitions like Procter & Gamble, GE, Coca-Cola, and Disney. Some of
these will endure as stalwarts, while others will be beaten down (as
GE did to Westinghouse or as Wal-Mart did to Sears Roebuck). The
ability to tell which is which will vary among people with different
aptitudes in evaluating these companies, for different sets of skills
are necessary to understand these various sorts of businesses.
     So too will abilities vary with respect to assessing the future per-
formance of newer companies that have been through fewer varia-
tions in their operating climate. These are “vintage businesses”—
those that have been around for a while but which operate in newer
and more dynamic industries that evolve at a rapid pace—companies
like Cisco, Intel, or Microsoft, for example. They have less of a track
record, and may be harder for lots of people to understand. But some
xiv       Introduction: The Q Culture


people will have the ability to understand them quite well and be
able to make informed judgments about their future prospects.
     As with the classics, some vintage companies will turn out to be
warriors and others wimps. For example, take the personal computer
business. From 1990 to 1999 the erstwhile start-up Dell built a
hugely profitable direct-sales PC business, growing its sales and prof-
its at astonishing rates, with Compaq following respectably, Tandy
and Apple lagging, and plenty of staggering wimps suffering erosion
during the period, including AST, Digital, Atari, Tulip, Commodore,
and Kaypro.*
     A third group of companies are “rookies,” brand-new companies,
perhaps in brand-new industries, whose entire context has virtually
no track record. These are frontier businesses, like steel in its day,
automobiles in theirs, plastics a bit later, and the Internet at the
turn of the twenty-first century. Apart from the first movers in such
groups—say, Yahoo! and America Online (AOL) among the 1990s
Internet companies—these have virtually no economic histories to
speak of.
     Even so, there will be investors who have the present-day tools
to make intelligent estimates of where the rookies will be in the
future. By mating with AOL in 2000, senior managers of Time-
Warner expressed just such confidence in their ability to do so.
Whether their judgment will be vindicated remains to be seen. But
certainly although some of these companies will turn out to be fly-
by-nights, others are true up-and-comers that will proceed up the
ranks from vintage warriors to stalwart classics. After all, every com-
pany started out as a rookie.
     The central feature of the circle of competence, then, is that it
must be tailored to the individual. It is not the case that intelligent
investors avoid businesses that are hard to understand or subject to
rapid change. On the contrary, those investors equipped with the
ability and fortitude to understand what is hard for others to under-
stand and to gauge better than others how a business and its industry
are evolving have a decided advantage. But it remains important for
each investor to come to grips with what is and what is not within
his circle of competence to make the informed judgments that in-
telligent investing requires.

*	 Kara Scannell, Anatomy of a Bull Run: “New Economy” Stocks Lead Charge:
   Blast From the Past—A Look at Yesterday’s Tech Investments—A Few Thrive,
   Others Merely Survive, Some Fail, The Wall Street Journal, January 18, 2000.
                                   Introduction: The Q Culture        xv

    The next inquiry is what to look for, within your circle of com-
petence. The main question is the certainty with which you can
evaluate the long-term economic characteristics of a business. A
greater degree of confidence may be necessary for rookies, less for
vintage companies, and least for classics; but in all cases, assessing
the long-term characteristics of business performance is crucial.
    Obtaining the necessary degree of confidence in valuation entails
just a few quantitative inquiries. You’ll see in the second part of the
book that financial statements must enable you to answer three
questions about a business:

•	 How likely is it the business will be able to pay its debts as they
   come due?
•	 How well is management running the business?
•	 What is it worth?

    These questions can be gauged with a sufficient degree of con-
fidence by a basic familiarity with key business ratios relating to
working capital and debt, management of inventory and other short-
term assets, returns on equity, and the future outlook for earnings.
    Just as each investor’s circle of competence will vary, so too will
the assessment of these financial characteristics. Ultimately, the
value of a business is the present value of all the cash it will generate
for its owners over future time. Because no one can know the future
with certitude, coming up with that number requires the right set
of tools and good judgment.
    Equipped with these tools and working within your circle of
competence, you can determine how much and what sort of evi-
dence is required to be comfortable with a valuation estimate. Yet
there is no single reliable tool to pinpoint the value of a business,
so intelligent investors must observe Benjamin Graham and Warren
Buffett’s cardinal rule of prudent investing: getting a margin of safety
between the price you pay and the value you are paying for.
    In your pursuit all these inquiries, reported figures must be
treated with a healthy skepticism. Accounting conventions and judg-
ments can distort business reality. For example, working capital fig-
ures can be distorted by accounting rules relating to inventory and
receivables collection. Some fixed assets that are outmoded or non-
competitive may have an actual scrap value way less than the re-
ported figure.
xvi      Introduction: The Q Culture


    On the other hand, some assets may be understated on a balance
sheet (such as reserves of a natural gas company as well as land
values). Off–balance sheet liabilities relating to environmental prob-
lems, post-retirement health benefits for employees, and stock op-
tions for managers also must be included as adjustments to reported
figures. You need not know every detail, but a working understanding
is necessary and can be developed with a modicum of effort as part
of a business analysis mind-set.
    Tied to the question of certainty in evaluating the long-term
characteristics of a business is the certainty with which you can rely
upon management to channel rewards to shareholders. It remains
true that mouth-watering economics is the most important variable
in evaluating any business for investment. Poor economics can
rarely, if ever, be cured, even by exceptional management, and in-
ferior management can harm a good business (though it is harder
for bad management to damage an outstanding business).
    This management reality—coupled with the inadequacy of mar-
kets and the potential unreliability of numbers—demands that an
investor also appreciate the qualitative dimensions of business anal-
ysis. The most important of these are those qualities that indicate
that a company has an owner orientation.
    Holding an owner orientation is not required of corporate man-
agers as a matter of law or even by practice or custom. Nor will such
an owner orientation be achieved merely by arranging the corporate
rules in certain ways, such as having large numbers of outside di-
rectors or separating the functions of the CEO and the chairman of
the board. Accordingly, the focus on managers is a focus on trust-
worthiness.
    Assessing the trustworthiness of corporate managers is much like
assessing the trustworthiness of a prospective son-in-law. It is a mat-
ter of common sense—again, a rare but acquirable mind-set. In the
context of corporate managers, sources of insight into managerial
trustworthiness include business records and qualities of commu-
nications to shareholders—the CEO letter in particular. Examples
of this art finish off the book, the final chapter giving an account of
the letters of Jack Welch (GE), Mike Eisner (Disney), and the late
Roberto Goizueta (Coca-Cola).
    The folk wisdom of “minding your Ps and Qs” does not refer to
prices and quotes but to common sense. In investing, this means
grasping the basics of finance, accounting, and governance to see
that the following occurs:
                                    Introduction: The Q Culture           xvii

•	 The efficient market story is at most four-fifths true and investors
   can take advantage of the remaining one-fifth
•	 Traditional tools of financial analysis remain an investor’s best
   friends but that earnings management and accounting manipula-
   tion can be her worst enemies
•	 Intelligent investors pay special attention to who the managers are
   and whether they are trustworthy

     Minding these Ps and Qs does not require enormous amounts
of work, although it does require large doses of common sense as
inoculation against Q fever.
     This antidote takes you through the golden gates of the safer and
more prosperous V culture world. The consummate teacher of V
culture, Ben Graham, was also a successful practitioner. Warren
Buffett, the consummate student and practitioner, is also a teacher.
All good students take the lessons of their teachers and expand upon
them in application. Buffett is no exception, nor are the many other
Graham disciples who take the core lessons and extend them in a
variety of successful ways.†
     Yet the differences are subtle to say the least. Buffett keeps in-
violate Graham’s core ideas that call for a business analysis mind-
set, attention to the differences between price and value, and in-
sisting on a margin of safety when making any investment. Only
minor differences in application come up, including and pretty much
limited to the following: Buffett places somewhat more significance
on the role of managers in investing, is less beholden to bargain
purchases of the type Graham favored, is a bit less committed to
diversification of stock investment, and pays more attention to in-
tangible asset values than did Graham. But these differences are not
only overshadowed by what is common, they also reflect a broader
unifying principle: the importance of independent judgment in in-
vesting.
     Other Graham disciples choose different ways of applying the
main ideas—some diversifying enormously, others concentrating
enormously, and some paying far more or less attention to the un-
derlying nature of businesses. With temerity and great humility, this
book offers an account of Graham’s ideas and Buffett’s extension
and application of them that reflect the example and tradition. It is

†	 Warren Buffett, The Superinvestors of Graham and Doddsville, Hermes (Colum-
   bia Business School), Fall 1984.
xviii     Introduction: The Q Culture


a broadened and extended narrative related specifically to the con-
temporary investing environment that Graham obviously can no
longer address and that Buffett can do only in the relatively struc-
tured framework of annual shareholder letters.
    At all times, the business analysis mind-set is anchored in the
price-value distinction and the margin-of-safety principle, the deep
moorings of the V culture, the deans of which will always be Graham
and Buffett, though I am delighted to be on the faculty.
                                               p a r t I


     A TALE
     OF TWO
     MARKETS




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                                            C h a p t e r 1

     MR. MARKET’S
     BIPOLAR DISORDER



     T   he patient exhibits classic manic depression—or bipolar disor-
         der—combining episodes of euphoria with irritation. He goes on
     wild spending sprees for months on end, using money he does not
     have to buy things he does not need. In the buoyant periods he is
     talkative and full of ideas, but only in distracted, zigzaggy ways. He
     can charm you into buying the Brooklyn Bridge. Then, suddenly and
     swiftly, he shifts moods, falling into a months-long spell of dark de-
     pression, often provoked by the tiniest annoyances, such as minor
     bad news and modestly disappointing results.
         Experts observe that the condition might be inherited, caused by
     innate chemistry affecting mood, appetite, and the perception of
     pain, which in turn could lead to dramatic weight gains followed by
     abrupt weight losses. There are safety nets to fall back on, such as
     government support, and government-approved treatments, such as
     mood stabilizers. But the patient lives in denial and can become
     angry and suspicious, sometimes not taking the medicine and pre-
     cipitating more intense bouts of ups and downs.
         The patient I am describing, of course, is the stock market. It
     mixes episodes of irrational fear with episodes of irrational greed. It
     rises with massive infusions of funds—often borrowed—then falls
     after the withdrawal of those funds. It bounces around like a circus
     clown on a pogo stick, weaving wild tales of untold riches to be made
     without effort. Then it pouts, plummets, and corrects, often on news
     that this or that company failed to meet earnings estimates by mere
     pennies per share.
         Clear thinkers about market behavior rightly believe that this
     condition is incurable, with the market being prone to fat gains fol-
     lowed by fat losses without a nexus to business or economic reality.
     Nevertheless, government engines such as the Securities and
     Exchange Commission and private ones such as the New York Stock

                                                                          3

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4      A Tale of Two Markets


Exchange monitor the extremes, imposing “circuit breakers” that
shut the market down when it threatens to slip into a bout of de-
pression (a sell-off) or raising the requirements for margin accounts,
particularly those of day traders.
     Yet no cure is in sight. Mr. Market, in Ben Graham’s terms,
denies its manic depression.1 It does this in numerous studies ex-
tolling how “rational” it is. It does it in countless conversations and
publications referring to its “efficiency.” Reams of “beta books” are
compiled in the belief that its gyrations simply and accurately reflect
precisely the measurable risk that stocks pose for investors. Abstract
advice to diversify portfolios is sold as the only way to minimize the
rational risk that this efficient system manageably presents. Denial
prevents cure.
     Take Ben Graham’s Mr. Market a diagnostic step deeper. Mali-
cious microorganisms called rickettsia (named for Dr. Howard T.
Ricketts, 1871–1910) cause diseases such as typhus. From the Greek
word for “stupor,” signifying a state of insensibility and mental con-
fusion, typhus is characterized by bouts of depression and delirium.
It is transmitted by bloodsucking parasites called ticks. These para-
sites transmit a similar disease called Q fever.
     To avoid Q fever, those venturing into tick-infested forests pre-
pare themselves. Hats, gloves, long sleeves, and pants are the dress
code. If bitten, prudent forest denizens remove the parasite with
tweezers, wash the bite, and apply rubbing alcohol, ice, and calamine
lotion. They survive to enjoy the woods.
     Fools in the tick-ridden forest go bare, leaving exposed their skin
and, most daringly, their heads. After they find a tick, fear drives
them to irrational action, such as burning the tick instead of tweez-
ing it out. The kings and queens of fooldom then venture gleefully
on their forest expedition, giddily unaware that they are infected with
Q fever—until depression and delirium set in.
     In the stock market forest, the ticks of price quotes infect the
unprepared fools in the same way and with similar results. Trader
obsession with price quotations spreads the Q fever epidemic, adding
gas to the fire of Mr. Market’s manic depression.
     When venturing into the stock market, defend yourself just as
you would when hiking in the forest: armed to fight the wealth-
sucking parasite of the Q fever price tick. Ben Graham and Warren
Buffett prescribe the same course for dealing with Mr. Market. They
advise that just as it is foolish not to recognize his symptoms or
diagnose his disease, it is equally foolish to play into them or ex-
                                 Mr. Market’s Bipolar Disorder      5

pose oneself to the contagion. Instead, use Mr. Market to your ad-
vantage.
    Neither Graham’s Mr. Market nor this Q fever metaphor implies
anything about the psychology of market participants. Rational peo-
ple acting independently can produce irrational market results.
Many investors simply defer to experts or majority opinion. Following
the herd may seem rational and intelligent—until it stampedes
straight off the cliff.


SWINGS, BUBBLES, AND CRASHES

Price ticks drive the wild volatility that plagues contemporary stock
markets. Momentum traders and sector rotators are both victims and
transmitters of Q fever. The disease reaches epidemic proportions
when the crowd follows the “indelibly indicated trend,” in the sar-
castic words of Fred Schwed from his classic work Where Are the
Customers’ Yachts? referring to the illusion that patterns predictably
persist.2
     Average stock prices swing by 50% every year, while underlying
business value is far more stable. Share turnover is enormous. The
number of shares traded compared to the total shares outstanding
spiked from 42% to 78% on the New York Stock Exchange between
1982 and 1999 and from 88% to 221% on the Nasdaq between 1990
and 1999.3 Prices on particular stocks rise sharply and fall furiously
within days and weeks without any link to underlying business val-
ues.
     Speculation rages, and the speed of price fluctuation has mul-
tiplied dramatically compared to previous decades. Market volatility
has increased roughly in proportion to the dramatic increase in in-
formation—both real and imagined—that is readily available. Get-
ting in before the rise and out before the fall has become the day
trader’s mantra, one that reveals not only the presence of Mr. Market
but the existence of his coconspirators by the thousands.
     Roller coaster rides in stock levels have been known throughout
the history of organized market exchanges, but these rides took ma-
jor indexes either up or down together. A quite different trail was
blazed in the late 1990s and early 2000s as the Dow Jones average
of leading industrial companies went one way and the Nasdaq av-
erage of more technology-oriented or younger companies went an-
other.
6      A Tale of Two Markets


    Frothy new economy devotees bid up the new stocks and tech
stocks to wild heights compared to their pathetic or negative earn-
ings while eschewing the stodgy old economy stocks that continued
to generate steady earnings increases. The new giddiness subsided,
and the Dow surged while the Nasdaq slumped. But then one re-
covered while the other dropped. Topsy-turvy is the only description
for this wild world.
    Anyone seeking to divine some deep logic in these flip-flopping
patterns, however, could stop looking on April 14, 2000, when the
indexes plunged together, the Dow by 6% and the Nasdaq by 10%.
Then both rebounded the next trading day, with the Dow climbing
back nearly 3% and the Nasdaq moving back up 6.6% (and the day
after that experiencing up pumps of nearly 2% and over 7%, respec-
tively).
    No deep logic explains these swoons or this pricing divergence,
and all you can really conclude is that Mr. Market was being his
(un)usual self. Staggering as these data are, consider too that in the
first quarter of 2000, the Nasdaq suffered four declines of 10% or
more and then in each case rebounded. In April 2000 alone it re-
corded two jumps that were its largest in history and three drops
that were its largest in history. In the late 1990s and early 2000s,
Dow busts were equally commonplace, as other drops exceeding 3%
show (see Table 1–1).
    The Dow busts of August 1998 were particularly potent: They
wiped out all the gains the Dow had made during that year. So was
the March 2000 bust: It set the Dow back to where it had been
about a year earlier.
    If you prefer to focus on Mr. Market’s euphoria, take the bursts


    Table 1-1. Dow Busts

                                           Point         Percent
    Date                    Close         Change         Change

    October 27, 1997        7,161.15      �554.26         �7.18
    August 4, 1998          8,487.31      �299.43         �3.41
    August 27, 1998         8,165.99      �357.36         �4.19
    August 31, 1998         7,539.07      �512.61         �6.37
    January 4, 2000        10,997.93      �359.58         �3.17
    March 7, 2000           9,796.03      �374.47         �3.68
                                  Mr. Market’s Bipolar Disorder      7

    Table 1-2. Dow Bursts

                                             Point         Percent
    Date                     Close          Change         Change

    September 2, 1997        7,879.78        257.36          3.38
    October 28, 1997         7,498.32        337.17          4.71
    September 1, 1998        7,827.43        288.36          3.82
    September 8, 1998        8,020.78        380.53          4.98
    September 23, 1998       8,154.41        257.21          3.26
    October 15, 1998         8,299.36        330.58          4.15
    March 15, 2000          10,131.41        320.17          3.26
    March 16, 2000          10,630.60        499.19          4.93




in the Dow exceeding 3% that occurred in the late 1990s and early
2000s (see Table 1–2).
    Apart from their magnitude, consider the proximity of these Dow
busts and bursts. The charts show two back-to-back reversals: The
October 27, 1997, bust of �7.18% was followed the next day by a
4.71% burst, and the August 31, 1998, bust of �6.37% was followed
the next day by a 3.82% burst. The three busts of August 1998 were
promptly followed by three bursts of September 1998, much the way
the bust of March 7, 2000, was followed by the bursts on March 15
and 16 of that year. It is hard to believe that these successive bursts
and busts are based on changes in fundamental information inves-
tors were rationally and efficiently acting on.
    Beyond busts and bursts on the Dow and the Nasdaq in the late
1990s and early 2000s, recall one of the most dramatic single epi-
sodes of Mr. Market’s presence on Wall Street: the 1987 crash. The
Dow vaporized by 22.6% on a single day and nearly 33% in the
course of one month. The 1987 crash was not limited to the 30
common stocks on the Dow but was worldwide. The New York Stock
Exchange, the London Stock Exchange, and the Tokyo Stock
Exchange all crashed.
    If stock market prices really obeyed the ever-popular efficient
market theory (EMT) and accurately reflected information about
business values, some major changes in the body of available infor-
mation would be required to justify that crash. Many people tried to
explain it as a rational response to a number of changes in and
around mid-October 1987, including the following:
8       A Tale of Two Markets


•	 On September 4, 1987, the Federal Reserve Board raised the dis-
   count rate.
•	 On October 13, 1987, the House Ways and Means Committee
   voted to approve income tax legislation that would disallow interest
   deductions on debt used to finance business acquisitions.
•	 On October 18, 1987, Treasury Secretary James Baker publicly an-
   nounced an intention to reduce the value of the dollar.
•	 Market prices were already high by historical standards.4

     Some experts attributed the 1987 crash to various institutional
factors, including program trading and portfolio insurance that were
set to sell off big chunks of the portfolios of large investors as prices
fell. When prices fell, these program sales pushed them down even
harder. Other experts pointed to derivative securities, often exotic
instruments whose value fluctuates with changes in the value of
benchmarks such as interest and exchange rates. These derivatives
are usually intended to reduce risk and volatility in such bench-
marks, though if poorly designed can exacerbate the volatility in
stock market pricing.
     But given the international nature of the crash and its depth,
hardly anyone accepts these explanations. Most people also agree
that it is impossible to explain rationally the radical price changes
that have occurred at other times—whether the 1929 crash, the 1989
break, or the general 1990s and 2000s volatility. Market frenzy simply
cannot be explained using EMT but is a product of a complex of
forces in addition to actual changes in information about funda-
mental business values.
     Market frenzies like these are not isolated and certainly not
unique episodes in financial history. On the contrary, market bub-
bles—situations in which prices are way higher than values—happen
all too often. There was a technology stock bubble from 1959 to 1961;
a bubble in the so-called ‘Nifty Fifty’ stocks in the late 1960s and
early 1970s; a gambling stock bubble in 1978; a bubble in oil and
energy stocks in the late 1970s; a home shopping bubble in 1986 and
1987; and a biotechnology bubble in the early 1990s (with a resur-
gence in the early 2000s), and all of these resemble the Internet or
dot-com bubble of the late 1990s and early 2000s.
     The market capitalization (price times shares outstanding) of the
Internet sector was about $1 trillion at the beginning of 2000, with
sales of $30 billion and losses of $3 billion.5 In 1999, scores of initial
                                 Mr. Market’s Bipolar Disorder      9

public offerings (IPOs) of Internet stocks were launched, many in
the same industry where it is going to be impossible to have more
than a handful of profitable companies. Deals included, for exam-
ple, 17 health-care related companies, seven business-to-business
e-commerce companies, six music distribution companies, five em-
ployee recruiters, and three travel agencies. It starts to sound like
the “Twelve Days of Christmas.”
    Driving this funding is the fascination with technological inno-
vation, a fascination that characterized previous market bubbles as
well. The 1960s technology bubble arose from innovations such as
color television and commercial jet aviation. It spawned an IPO
boom in electronics and other businesses whose names ended with
“tron” or “onics” not unlike that of 1999’s dot-com boom.6 Takeovers
surged in both periods, fueled by high-priced stock that built many
corporate empires. All the talk was of a new history-defying era—
called a “new paradigm” in the 1960s and the “new economy” in the
late 1990s and early 2000s. But as Warren Buffett quotes Herb Stein
as saying, “If something can’t go on forever, it will end.”7
    The Internet bubble may not end as abruptly as the 1960s elec-
tronics bubble did. It may instead follow the path of the stock market
bubble in Japan in the 1980s, which ended in a gradual and total
erosion of stock prices in the Nikkei average throughout the decade
of the 1990s. One thing the two periods have in common—and one
of the most striking common features of speculative bubbles gen-
erally—is the emergence of “new” ways to defend the high prices.
    In 1980s Japan the fuel was stock prices based not on the earn-
ings or cash that can be generated by a business, but on underlying
asset values the businesses owned, which themselves had been rising
to the stratosphere as a result of aggressive real estate speculation.
We’ll soon see that the same alchemy plagues the turn of the twenty-
first-century United States.
    These examples merely manifest in U.S. stock markets the emo-
tional drives inherent in human market making, exemplified more
generally not only by the 1980s Japanese experience but by classic
episodes of bipolar disorder such as the Dutch tulip bulb mania of
the 1630s and the British South Sea exuberance just prior to 1720.
In each of those cases—as in most others—the initial reason to buy
may have been sound. Rare tulip bulbs in Holland were valuable
because the novelty of that flower in Holland turned it into a status
symbol. Shares of Britain’s South Sea Company were valuable when
it began to exercise its royal grant of monopoly trade with Spain.
10         A Tale of Two Markets


    But the excitement of “getting in” on these deals got out of hand,
more and more money was allocated to futures contracts on tulip
bulbs and shares of the South Sea Company, and the more money
that was led there, the more money seemed to follow—until the
music stopped and panic set in. In Holland, the price got so high
that speculators could not afford to pay for the bulbs they had
bought the rights to. In Britain, the company simply did not generate
the great gains from Spanish trade everyone had obviously been ex-
pecting.
    If EMT were true, the U.S. stock markets would be unique
among all markets throughout human history and across the con-
temporary globe.8 Consider this selection from the writings of the
market observer Joseph de la Vega from the late 1600s about the
Amsterdam stock exchanges of his day, in the style of a tongue-in-
cheek dialogue between a merchant and an investor:

     Merchant:	 These stock-exchange people are quite silly, full of in-
                  stability, insanity, pride and foolishness. They will sell
                  without knowing the motive; they will buy without
                  reason.
     Investor:	 They are very clever in inventing reasons for a rise in the
                price of the shares on occasions when there is a declining
                tendency, or for a fall in the midst of a boom. It is par-
                ticularly worth remarking that in this gambling hell there
                are two classes of speculators. The first class consists of
                the bulls. The second faction consists of the bears. The
                bulls are like the giraffe which is scared by nothing. They
                love everything, they praise everything, they exaggerate
                everything. They are not impressed by a fire or disturbed
                by a debacle. The bears, on the contrary, are completely
                ruled by fear, trepidation, and nervousness. Rabbits be-
                come elephants, brawls in a tavern become rebellions,
                faint shadows appear to them as signs of chaos. The fall
                of prices need not have a limit, and there are also unlim-
                ited possibilities for the rise. Therefore the excessively
                high values need not alarm you.9

   Sound familiar? Why, apart from hubris and chutzpah, should
we believe the U.S. stock markets are so special in the history of the
world?
                                  Mr. Market’s Bipolar Disorder       11



BE AN ANOMALY

EMT also cannot explain many other things about how market prices
operate apart from swings, bubbles, and crashes. Abundant evidence
refuting EMT includes the extraordinary number of unexplained
market phenomena, such as the following:

•	 The January effect (prices tend to rise in January).
•	 The insider effect (a stock’s price tends to rise after insiders dis-
   close purchases to the Securities and Exchange Commission and
   fall after insider sales are disclosed).
•	 The value line effect (stocks rated highly by the Value Line In-
   vestment Survey tend to outperform the market in terms of price).
•	 The analyst effect (stocks of companies followed by fewer analysts
   tend to become pricier compared to those followed by more ana-
   lysts).
•	 The month effect (stock prices tend to rise at the end and the
   beginning of months).
•	 The weekend effect (stock prices tend to be lower on Mondays
   and higher on Fridays).

     Weirder correlations also exist, including the hemline indicator
(prices historically have risen and fallen in tandem with rises and
falls in the average length of skirts in fashion) and the Super Bowl
effect (prices tend to rise in the period after the Super Bowl if the
winning team was a member of the original National Football
League but fall otherwise).
     Efficiency buffs call these and dozens of other well-known
exhibits against market efficiency “anomalies.” Some anomalies dis-
appear over time. The January effect began to do so in the mid-
1980s. When they do, EMT worshipers rejoice, citing the disappear-
ance as evidence of market efficiency. This is strange evidence,
however, when you note that the vanished anomalies persisted for
decades (seven decades in the case of the January effect).
     Even more bizarre, the anomaly label has been applied to the
astonishing investing records of many prominent stock pickers, a list
that is long and getting longer. It includes Ben Graham; Warren
Buffett; Charlie Munger, vice chairman of Berkshire Hathaway; John
Maynard Keynes; Bernard Baruch; Gerald Loeb; John Neff of the
12      A Tale of Two Markets


Windsor Fund (Vanguard); Mario Gabelli; David Schafer; William
Ruane and Richard Cuniff of the Sequoia Fund; Tom Knapp of
Tweedy Browne; John Templeton; Mason Hawkins of Longleaf Part-
ner Funds; and untold others.


BARREL OF MONKEYS?

Can it be, as EMT devotees resort to saying, that these are anomalies
too—that these folks are all merely lucky? Is it plausible to believe
that they are just like the imaginary monkey who would produce the
entire script of Hamlet by randomly hitting the typewriter keys? Even
if you agree that this is possible, to complete the argument the imag-
inary monkey would also have to be able to punch in the correct
keys to generate the full scripts of Romeo and Juliet, Macbeth, King
Lear, Henry IV, and pretty much the entire Shakespearean canon.
Even if this is theoretically possible, such a prolific monkey (or a
barrel of monkeys) seems incredible.
     The monkey view acknowledges that luck plays a role in invest-
ing, as it does in other aspects of life. The leading populist apostle
of this “lucky monkey” viewpoint is the Princeton professor Burton
Malkiel, who explains it in his book A Random Walk Down Wall
Street by using a coin-flipping contest.10
     Start with a thousand people flipping a coin, with those flipping
heads being the winners and going to the next round. By the laws
of chance, on average 500 will flip heads and 500 will flip tails. The
500 flipping heads proceed to round two, where, again by the laws
of chance, half will flip heads and half will flip tails. The 250 lucky
heads flippers go to round three, where 125 of them win; 63 of those
win round four; 31 win round five; 16 win round six; and 8 win the
final round and are proclaimed “expert” coin flippers.
     Yet resorting to luck as an explanation of investment success
leaves the explanation incomplete. First, investing is simply not like
coin flipping, though speculation and gambling may be. The great
investors do some homework and develop a set of investment pre-
cepts to guide them in their selection of investments. They don’t
simply flip a coin in choosing which investments to make. They
certainly do not decide between, say, IBM and Clorox by pasting
their logos onto a coin, with the logo landing face up getting the
capital.
     Second, the lucky monkey would have to have been banging on
                                Mr. Market’s Bipolar Disorder      13

his keys every day for decades, much as a day trader would have to
click his mouse every day for decades. But the great investors have
not followed the daily trading strategy. On the contrary.
    Buffett, for example, generated most of the billions of wealth
Berkshire Hathaway has accumulated from about ten investments
over about forty years. Many of those billions came from buying big
stakes in large companies at times when their value was woefully
underappreciated by the market.
    Berkshire bought its stake in the Washington Post Company, for
example, in mid-1973.11 Not only had the Post’s own stock price been
battered by the Nixon White House’s excoriation of its investigative
reporting on Watergate, that was one of the few times in postwar
American history that the U.S. stock market resembled its dismal
stance during the Depression. Buffett’s purchase price? About a fifth
of intrinsic value, an 80% margin of safety. Luck plays a major role
in a day trader’s portfolio; discipline plays an obvious role in Berk-
shire’s.
    Luck is an inadequate though often partial explanation for any
human endeavor that entails effort. Those who succeed in their en-
deavors catch butterflies not by luck alone but with the help of an
expertly cast net. Ben Graham drew a fine link between luck and
work by saying that “one lucky break, or one supremely shrewd de-
cision—can we tell them apart?—may count for more than a lifetime
of journeyman efforts. But behind the luck, or the crucial decision,
there must usually exist a background of preparation and disciplined
capacity.”12
    Whether they are characterized as value investors, growth inves-
tors, fundamental investors, opportunistic investors, or anything
else, commonsense discipline is the unifying trait of all the super-
investors who make up this barrel of monkeys. It is true that Keynes
and Loeb are associated with the “skittish” school of investing, an
opportunistic strategy that rapidly exploits market gyrations fueled
by alternating bouts of fear and greed. Their short-termism contrasts
with the long-term views of the “value” school associated with Gra-
ham and Buffett, yet both schools recognize the price-value discrep-
ancy that these alternating bouts of Mr. Market’s bipolar disorder
create.
    All these stellar investors—and many others, such as Jack Bogle,
Phil Carret, Phil Fisher, Peter Lynch, the Prices (Michael and T.
Rowe), and George Soros—succeed by exercising common sense.
The “systems” or “formulas” employed or the labels given to them
14      A Tale of Two Markets


are not important, but the quality of their analysis and the indepen-
dence of their thought and judgment are.
     The best investors employ a mind-set that takes account of just
a few things, but those things are indispensable. Every extraordinary
investor follows Ben Graham’s first principle: The market does not
perfectly price the business value of a stock. Warren Buffett takes
that insight dead seriously by limiting his purchases to stocks that
are way underpriced by the market. Both of these investment titans
as well as Phil Carret emphasize the importance of avoiding bad
deals, stocks that are way overpriced in the market.
     These investors and other greats, such as Buffett’s partner Char-
lie Munger, always remember that there are tens of thousands of
investment options available to just about anyone. To opt for one
requires a strong belief that the market is giving the best deal avail-
able compared to all the others. And opportunity does knock. One
way to test opportunity is to take Loeb’s approach: always ask
whether you would be comfortable committing a large portion of
your resources to a single stock you are considering.
     Buffett and other outstanding investors, including Peter Lynch,
know that an intelligent appraisal depends on your ability to under-
stand a business. This gives you a basis for gauging points all these
top investors consider crucial, such as a company’s competitive
strength, brand power, and ability to develop new products profitably.
     The investment giants (not monkeys) don’t worry much about
whether their investments end up concentrated in certain compa-
nies. For example John Neff, the portfolio manager of the Windsor
Fund from 1964 through 1995, generated returns exceeding the av-
erage by a steady 3% annually and did so while sometimes allocating
as much as 40% of the fund into a single business sector. Buffett’s
Berkshire Hathaway is a wonderfully diverse collection of outstand-
ing businesses, but that diversity was an accidental by-product of the
tremendous growth in the capital it deployed rather than a conscious
effort to participate in lots of different businesses or sectors.
     This cast of illustrious investors extends the commonsense un-
derstanding of markets and businesses to the analysis of business
fundamentals. Chief among these factors are economic character-
istics such as strong financial condition, earnings stability and
growth, strong sales and profit margins, and large amounts of inter-
nally generated cash to fund growth as opposed to a continuing
reliance on external financing sources. These investors also pay
attention to the quality and integrity of management, looking for
                                Mr. Market’s Bipolar Disorder      15

companies which consistently maximize the full potential of a busi-
ness, wisely allocate capital, and channel the rewards of this success
to shareholders. They emphasize the importance of exceptionally
competent managers who own substantial amounts of equity in their
own companies and can rapidly adapt to dynamic business condi-
tions. They also believe that managerial depth and integrity include
assuring good relations with labor and promoting an entrepreneurial
spirit.
    The hedge fund master George Soros summed it up well by say-
ing that “the prevailing wisdom is that markets are always right; I
assume they are always wrong.” The prevailing wisdom of market
efficiency is one way to view markets. In this view, price changes are
due almost exclusively to changes in fundamental values. Therefore,
a diversified selection of stocks with different pricing behaviors com-
pared to the overall market makes the most sense. The contrary view
says that lots of price changes occur for nonfundamental reasons.
The goal here is to identify those companies whose prices are below
their business value. This perspective calls for thinking about indi-
vidual businesses rather than the overall market.
    The next two chapters offer the alternative foundations of these
two competing ways to think about markets. Chapter 2 is a history
of how the efficient market idea came into being. Chapter 3 is an
account of evidence that contradicts EMT on its own terms. If you
are already a skeptic of market efficiency, you can skip these two
chapters as a practical matter (though they contain valuable insights
on the merits of the competing views). If you are an efficiency dev-
otee, you should read them and be prepared to change your mind.
    Either way, Chapter 4 assesses the current environment for clues
concerning whether the direction in which we are heading is better
described by the efficient market idea or by what might be called
the “chaotic” market idea. It finds that we are heading toward less
rather than more efficient markets. The rest of the book adopts the
view of the investment masters that stock markets are not perfectly
efficient and provides the equipment you need to take advantage of
the inefficiencies.
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                                           C h a p t e r 2

     PROZAC MARKET



     A    long and interesting story lies behind the ever-popular efficient
          market theory, a story every investor should know. Knowing the
     EMT story will enable you to evaluate advice based on it, including
     advice about the value of diversification and ways of measuring risk.
     It will also help you decide for yourself whether to believe EMT.
     That is important because if you believe in market efficiency, you
     will adopt a style and philosophy of investing very different from the
     one you will be smart to adopt if you do not.
         Investors who have already concluded that EMT is not the best
     account of how stock markets work could skip this chapter without
     being cheated, but even they may discover ways in which EMT has
     unwittingly affected their investing habits. All readers will also dis-
     cover that the history of EMT is fascinating. It is a story about re-
     search designed to enlarge knowledge, to explain and understand the
     world, research whose results are intermittently neglected and then
     overblown. The story tells us that EMT is not the last word on how
     stock markets work, even though the power it has had over investors
     and teachers for several decades sometimes makes it seem that peo-
     ple think it is the last word.1


     OBSCURITY

     EMT traces its history to the random walk model of stock prices,
     the sensible idea that stock prices move in a way that cannot be
     predicted with any systematic accuracy. The model dates back to
     1900, when it was elaborated in a doctoral dissertation by the French
     mathematician Louis Bachelier that though obscure in its time is
     now famous. That dissertation investigated linear correlation in the
     prices of options and futures traded on the French Bourse and con-
     cluded that such price changes behaved according to a random walk
     model.2

                                                                          17

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
18      A Tale of Two Markets


     Bachelier’s work was not widely noticed when it was published,
perhaps because the mathematical parts of it preceded by five years
Einstein’s famous work on the random motion of colliding gas mol-
ecules. Einstein “discovered” the equation that describes the phe-
nomenon of random molecular motion, known as Brownian motion
(after the Scottish botanist Robert Brown, who first observed it),
which was precisely the equation Bachelier developed to describe
price behavior in financial markets.
     Although the mathematical properties Bachelier employed were
of direct and immediate interest to physicists and mathematicians
(including Einstein and his intellectual progeny), economists paid
little attention to the subject until the middle of the century. Indeed,
virtually no studies before the early 1950s made any reference to
Bachelier’s work or to the theory of random processes in financial
markets.
     Maurice Kendall is frequently credited with bringing the random
walk model to the attention of economists in the early 1950s. Bach-
elier’s work itself, however, was not “discovered” by economists until
they stumbled across it in the mid-1950s.
     While rummaging through a library, Leonard Savage of the Uni-
versity of Chicago happened upon a small book by Bachelier pub-
lished in 1914. He sent postcards to his economist friends asking if
they had “ever heard of this guy.” Paul Samuelson could not find the
book in MIT’s library but did locate and then read a copy of Bach-
elier’s doctoral thesis. Just after Samuelson’s discovery in 1959, the
random walk model became a very popular area of research.
     Bachelier’s long obscurity was also due to a widely reported 1937
study by the renowned economist Alfred Cowles concluding that
stock prices did move in a predictable way. This study shut down
research on the random walk model for decades until in 1960 the
Stanford professor Holbrook Working discovered a mistake in it.
Cowles then corrected the mistake, and his revised study supported
the random walk model.


SIMPLICITY

Once Samuelson and his colleagues rediscovered Bachelier, they also
had the great fortune of being able to harness his insights on a large
scale with the advent of the computer age and the widespread avail-
ability at universities and research foundations of high-speed com-
                                                 Prozac Market       19

puters. Using those new technologies in the early 1960s, stock mar-
ket researchers went to work with a vengeance exploring random
processes in these markets.

Correlation Tests
One aspect of the investigation consisted of correlation tests that
were used to determine whether specified data sequences move to-
gether to any degree. In the case of stock prices, price changes of a
given stock are recorded over a specified time period—say, a number
of days—and a subsequent period of the same length. These se-
quences (called time-series data) are then compared to determine
whether they move together to any degree—whether they show any
“correlation.”
    The comparison takes the form of a correlation coefficient, a
number that reflects the degree to which the data are linearly re-
lated. In effect, the time series of data is tested for correlation by
fitting a straight line to the data and then calculating that number.
A correlation coefficient equal to zero provides evidence that the
data in the series have the property of statistical independence; cor-
relation coefficients that are close to zero (but not equal to zero)
indicate that the data are uncorrelated. A time series of data is ran-
dom if it is either independent or uncorrelated.
    Consider televised lottery drawings in which winning lottery
numbers are determined by selecting numbered balls from a bin
containing numerous balls with different numbers painted on them.
The auditor retrieves a ball, records its number, and replaces that
ball. The auditor does this perhaps three times, each time retrieving,
recording, and replacing. This process has the property of statistical
independence because the number recorded after any retrieval in-
dicates nothing about the numbers recorded either previously or sub-
sequently.
    Outside of a controlled context such as a lottery bin, particularly
in the context of time-series data such as stock prices, it is extremely
difficult to prove statistically that a series of data has the property
of statistical independence. The less restrictive property—that data
are uncorrelated—is susceptible to statistical proof and allows for
conclusions substantially similar to those which follow from the in-
dependence property.
    The correlation tests of the 1960s all resulted in correlation co-
efficients that did not differ significantly from zero. This meant that
20       A Tale of Two Markets


various series of actual stock market data were indistinguishable
from various series of numbers generated by a random number table,
roulette wheel, lottery drawing, or another device of chance.
    These findings had an important practical implication: Traders
could not systematically make above-normal gains from trading be-
cause a statistical lack of correlation implies that the best estimate
of the future price of a stock is its present price. In other words, if
prices follow a random walk, the price change from one time to the
next will not affect the probability that a particular price change will
follow that one. Past prices cannot predict future prices.

Runs
A long known weakness of correlation tests is that the results can
be skewed by a small number of extraordinary data in the time series.
An alternative test that avoids this weakness is an analysis of runs
in the data—an investigation of whether there is any persistence to
the direction of successive changes.
     A run is defined by an absence of directional change in a statistic
in the series. Thus, a new run begins any time the direction changes
(i.e., from negative to positive, from positive to negative, or from
unchanged to either negative or positive).
     Instead of testing the correlation of numerical changes in the
data in the series, one investigates the relationship of the direction
of those changes. If price changes follow the random walk model,
the number of sequences and reversals in time-series data of stock
prices will be roughly equal. If the same direction persists for a sig-
nificantly longer period, the random walk model will be contradicted.
     Among the numerous run studies conducted in the early 1960s,
the University of Chicago economist Eugene Fama’s is regarded as
the most careful.3 Fama found that the direction of price changes
tended to persist but nevertheless concluded that no trading rule or
strategy could be derived that outperformed the market consistently.
Accordingly, almost everyone involved in the debate in the late 1960s
agreed that the observed departures from randomness were negligi-
ble and believed that this constituted strong support for the random
walk model.

Trading Rules
Despite the widespread agreement, some participants in the debate
remained skeptical. Indeed, prescient commentators of that era oc-
                                                 Prozac Market        21

casionally expressed the fear that the interrelationships of stock price
changes are so complex that standard tools like these cannot reveal
them. That fear led to efforts to dispute the model by designing
trading rules that could achieve above-normal returns by uncovering
and exploiting these greater complexities.
     Among the most primitive though most illustrative trading rules
was Sidney Alexander’s “filter technique.” This is a strategy designed
to discern and exploit assumed trends in stock prices that, in Alex-
ander’s piquant phrase, may be “masked by the jiggling of the mar-
ket.”4
     For instance, a “5% filter rule” for a stock would say to buy it
when the price goes up 5% (and watch it rise to a higher peak); then
sell it when the price goes down 5% from that peak (and watch it
fall to a lower trough); then short the stock (i.e., borrow it and sell
it at the prevailing price, promising to repay with the same stock, to
be purchased for the price prevailing at the time of repayment); then,
when the price rises 5% from that trough, cover the short position.
     If this works, you get a gain on the initial sale plus a gain on the
short position. More important, if it works, prices are following a
peak-trough pattern. That means they are not random and the ran-
dom walk model is contradicted.
     Alexander’s initial results indicated that such a technique could
produce above-normal returns. Subsequent refinements of Alexan-
der’s work by himself and others, including Fama, however, dem-
onstrated that relaxing or changing certain assumptions eliminated
the abnormal returns, particularly the original filter technique’s fail-
ure to note that dividends are a cost rather than a benefit when
stocks are sold short.
     Alexander’s filter technique epitomizes the chartist or technical
approach to stock analysis and trading, under which a study of past
prices (or other data) is used as a basis for predicting future prices.
Indeed, Alexander’s filter technique is a conceptual cousin of limit
orders and similar techniques prevalent in securities trading today.
These techniques include conventional technical methods that rely
on anomaly effects (the insider, month, weekend, and analyst ef-
fects) as well as the more unconventional methods (the hemline
indicator, the Super Bowl indicator, and so on).
     These and related philosophies such as “momentum investing”
and “sector rotation” remain staples of Wall Street futurology. They
are widely and increasingly used by traders and recommended by
investment advisers and brokers. They are nonsense, as many stu-
22       A Tale of Two Markets


dents of the random walk model (and EMT) recognize based on the
foregoing analysis.
    They are nonsense not because of EMT but because they fly in
the face of business analysis. As Ben Graham said of proponents of
such technical methods in The Intelligent Investor: “We shall dismiss
these with the observation that their work does not concern ‘inves-
tors’ as the term is used in this book.”5
    On their own terms, the trouble with all these tests of the ran-
dom walk is that they are linear. They do not investigate the presence
of nonlinear price dependence, something that in the early 1960s
researchers simply lacked the computer horsepower to do.
    The trading rule test, for example, is linear in that it operates in
chronological time (or real time). Neither it nor the other old tests
consider the possibility that market time may be better understood
from a perspective that is nonlinear. We will get to that subject in
the next chapter, but for now note that Einstein demonstrated that
time is not absolute but works in dozens of different ways depending
on the context, including forward (or linear), backward, circular,
slow, and erratic (nonlinear), and can even stand still.


THE PERFECT DREAM

Many people suggest that EMT developed in a peculiar manner in
scientific research. The proof of the hypothesis came first, beginning
with Bachelier in 1900 and proceeding through the wealth of studies
reporting randomness in the early 1960s.
    Only then was a theory proposed to explain the randomness,
beginning with the first explication of EMT in 1965 by Paul Sa-
muelson, a recipient of the Nobel Prize in economics in 1970.6 Econ-
omists welcomed this proof. The conditions necessary to produce it
seemed tantalizingly close to those necessary to sustain every econ-
omist’s dream: a perfect market.
    The perfect market is a heuristic invented by making the follow-
ing assumptions concerning a market: There are a large number of
participants such that the actions of any individual participant can-
not materially affect the market; participants are fully informed, have
equal access to the market, and act rationally; the commodity is
homogeneous; and there are no transaction costs.
    A perfect market would give you exactly what the random walk
                                                 Prozac Market        23

model was implying: Prices of shares in stock markets should adjust
instantaneously and accurately to new information concerning them.
That prediction was embodied in EMT as it was first propounded.
In its broadest terms, EMT said that the prices of shares traded in
stock markets fully reflect all information concerning those shares.
    Stock markets may or may not have the characteristics assumed
by the perfect market model. As the 1976 Nobel laureate Milton
Friedman reminds us, however, the cardinal rule of economic fore-
casting is that a model’s predictive power is the only relevant test of
its validity, not the assumptions underlying it.7 Thus, the fact that
investors are not rational or fully informed, for example, does not
matter as long as these realities do not interfere with the predictive
power of EMT. While many economists are reconsidering assump-
tions like these, for now this approach holds sway over accepted
economic theory.

Three Forms of Efficiency
In its general form, EMT explains more than the random walk
model. That model says simply that successive price changes are
independent or uncorrelated, whereas EMT explains that by saying
that stock prices fully reflect all the information (not just price his-
tories) about a stock. As a result, virtually since the emergence of
EMT as an explanation of the random walk model, EMT has been
divided into three forms defined in terms of specified categories of
information.
     The three forms were first proposed to classify empirical tests of
price behavior given specified kinds of information. The weak form
tested the random walk model itself, using correlation and run tests
like those just described to investigate whether past prices indicate
anything about future prices. Semistrong-form testing investigated
whether publicly available information other than prices was re-
flected in prevailing prices, and strong-form testing investigated
whether private information was reflected in prevailing prices.
     As the wealth of tests and discussion proceeded in the 1970s,
the three forms of EMT came to be used to refer to the conclusions
those tests suggested. Thus, the forms of EMT have since then been
specified as follows: The weak form says that stock prices fully reflect
all information consisting of past prices, the semistrong form says
that stock prices fully reflect all information that is currently publicly
24       A Tale of Two Markets


available; and the strong form (hold your breath) says that stock
prices fully reflect all existing information, whether publicly available
or not.
    There is thus a direct and logical link between the random walk
model and weak-form efficiency but a more attenuated and contin-
gent link between the random walk model and stronger forms of
EMT. Recall that the random walk model holds that price changes
are independent of or uncorrelated with prior price changes. That
means that technical analysis of past price changes—sometimes
called chartist analysis—cannot aid the prediction of future price
changes in any systematic way.
    Weak-form efficiency explains this independence and its impli-
cations for prediction by hypothesizing that the current price im-
pounds all information contained in prior prices. Thus, any price
change can only be the result of new information, the production of
which is itself assumed to be random. This process of information
absorption continues and thus explains the absence of substantial
linear dependence in successive price changes discovered in the cor-
relation and run tests of the 1960s. It also leads to the stronger forms
of the hypothesis.
    The semistrong form of EMT posits not only that current stock
prices reflect all information consisting of prior stock prices but also
that they reflect all publicly available information about the stock in
question. Testing this more ambitious claim requires a focus not on
correlation analysis of price changes but on the relative swiftness
with which prices change given new information.
    Despite this different testing methodology, semistrong efficiency
depends on the validity of the random walk model, which depends
in turn on empirical conclusions concerning the absence of statis-
tical dependence in stock price data. In other words, if future price
changes depend on prior price changes, any price change the semi-
strong form tests cannot be attributable solely to the new infor-
mation the test is evaluating. Thus, both weak efficiency and semi-
strong efficiency depend on the proof provided by linear testing
models.
    The strong form of EMT extends much farther than the random
walk model suggested. Indeed, the strong form is a theological prop-
osition, holding that public capital markets are infinitely wise: even
nonpublic information is reflected in public stock prices. Abundant
evidence has decimated the strong form by showing that people who
possess nonpublic information can use it to make abnormally high
                                               Prozac Market        25

market returns, with the apotheosis being the insider trading scan-
dals of the 1980s.
    Since the strong form of EMT has been discredited, debate con-
cerning EMT centers on the semistrong and weak forms. Debate
over the weak form generally is defined by analysis of the random
walk model itself, usually in terms of the linear empirical models
used to test the relationship between successive price changes; this
has cut into the random walk model.
    A widely noted study by MIT’s Andrew Lo and Wharton’s A.
Craig MacKinlay demonstrated strong positive serial correlation in
stock prices for weekly and monthly holding period returns. Using
1,216 weekly stock return observations from 1962 to 1985, they found
a weekly correlation coefficient of 30%, an extremely high level of
correlation. These researchers point out in their book, A Non-
Random Walk Down Wall Street, that this does not mean necessarily
that the stock market is inefficient but that the random walk model
cannot be the basis for any theory of efficiency.8
    Though not conclusive, evidence like this led even Eugene
Fama—a chief architect of EMT—to conclude that daily and weekly
stock returns are predictable from past returns, thus rejecting the
random walk model on a statistical basis.9 Even so, Fama and the
other fathers of EMT cling to the view that such discrepancies are
merely anomalies that do not impair the basic model’s validity,
though others try to explain these results in a different way called
noise.

Noise
Consider John Maynard Keynes’s well-known beauty contest meta-
phor for the stock market. In the contest, each judge picks the can-
didate he or she thinks others will pick rather than the candidate he
or she thinks should win on merit. This replaces a fundamental or
substantive sort of analysis (of the kind urged in this book) with a
popular, speculative, and herd-pack mentality.
    The 1981 Nobel laureate James Tobin of Yale took Keynes’s
beauty contest a step farther. He suggested that even if a public
capital market is efficient in the sense of swiftly incorporating public
information into stock prices (i.e., the semistrong form of EMT),
that does not necessarily mean that stock prices in that market re-
flect fundamental values (i.e., the present value of expected future
flows to stockholders).10
26       A Tale of Two Markets


     The quality of information digested by the market may be just
as low as the quality of information that goes into the decisions of
Keynes’s beauty contest judges. Tobin has many followers who think
he’s right, including Nobel Prize winners William F. Sharpe and Ken-
neth Arrow of Stanford.11 If it is true that many traders act as Keynes
described, the semistrong form of EMT has to be further subdivided
between strict informational efficiency and a more refined notion of
fundamental efficiency.
     Informational efficiency describes a market in which all public
information about a stock is reflected in the price of that stock with-
out regard to the quality of that information. Thus, information that
concerns the fundamental value of a stock is reflected, but so is
information wholly unrelated to that fundamental value, such as who
won the Super Bowl. Fundamental efficiency is the more narrow but
more ambitious idea that stock prices are accurate indicators of in-
trinsic value because they reflect only information concerning fun-
damental business values.12
     The issue becomes whether the capital markets can distinguish
among kinds of information so that only information about funda-
mental value is impounded and reflected in prices. That revives the
basic question of whether humans behave rationally. EMT says it
does not matter if individual actions are not rational because any
individual irrationality will be corrected by others acting rationally.
In effect, irrationally is “assumed out” of the EMT model.
     The informational-fundamental distinction, however, is so intu-
itively and empirically potent that it had to be confronted. The result
was the face-saving shelter of euphemism: The economist Fischer
Black, borrowing a term from the field of statistics, renamed irra-
tional behavior noise, thus enabling self-respecting economists to
discuss the issue and try to model it.13
     Noise theory is supported by substantial empirical evidence and
a well-developed intellectual foundation. Noise theory models hold
that stock markets are infected by a substantial volume of trading
based on information unrelated to fundamental asset values (noise
trading). These models attempt to explain both why noise trading
occurs and why its effects persist.
     The most common noise theory model says, for example, that
noise trading is conducted by ill-informed investors who act on sen-
timent rather than rational analysis. Their actions move prices away
from fundamental values. The price-value gap persists despite the
presence of sophisticated arbitrageurs because they are risk-averse
                                                 Prozac Market        27

and cannot be sure that investor sentiment will not change adversely
at any time.14
     Evidence of the noisy investor approach to the stock market in-
cludes following tips or acting on rumors, rapidly turning over one’s
portfolio, selling good performers while retaining bad ones (thus trig-
gering taxable gains rather than generating tax-deductible losses),
paying huge mutual fund fees for poor managerial performance, and
imitating others in running off market cliffs by using silly technical
trading strategies.
     The causes of this behavior remain poorly understood, but psy-
chological research suggests a number of tendencies. These tenden-
cies include attitudes toward risk that lead people to be more averse
to loss than eager for gain; this explains the irrational tendency to
hold losing stocks while selling winning stocks. Another is skewing
the probabilities of uncertain future events by basing forecasts on
past patterns, such as by forecasting that earnings growth over the
next ten years will equal that of the last three.
     In theory, smart money arbitrageurs could correct all these errors
and profit from them, keeping EMT intact. But this is a risky busi-
ness. If there is mispricing today, there may be mispricing tomorrow.
If stocks are highly priced compared to value, an arbitrageur will sell
short and await the correction. But the correction may not arrive
before she has to cover. If stocks are lowly priced compared to value,
an arb will buy and await the rise. But that correction could take a
long time, during which those funds could be deployed at higher
returns elsewhere.
     Another possibility is that individual actions that are rational can
produce aggregate results that are irrational. This happens all the
time in business. After air-conditioning was invented, for example,
retail stores spent substantial sums to install it, but once every store
did this, none of them enjoyed any competitive advantage as a result.
It is why you see a gas station at every corner of a suburban inter-
section. Buffett gives the example of what occurs when each person
watching a parade decides he or she can see a little better by stand-
ing on tiptoe.
     Despite these profound insights developed at the frontiers of
thought about how markets work, they continue to be treated by
many leading economists as variations on the theme. Maybe there
is some deviation in EMT, its devotees admit, but the deviations are
due to mere chance. Eugene Fama, for example, continues to argue
that apparent overreaction to information is just as common as ap-
28       A Tale of Two Markets


parent underreaction to information, and the likelihood of abnormal
returns continuing after an event are about as likely as those returns
reversing after that event.
    Thus, a whole group of leading economists thinks that the latest
evidence against EMT does not add up to much. They cling to in-
vestment tools that are based on EMT and used to complete the
theoretical picture with practical applications.


TIDYING UP THE TALE

EMT tells us that specified information sets are fully reflected in
the price of public securities. EMT, however, does not provide any
basis for determining what it means for any such information to be
fully reflected in stock prices. Doing this requires a theory of asset
pricing. It is composed of two popular ideas: modern portfolio theory,
which provides the foundation, and the capital asset pricing model,
which is the general paradigm.

Modern Portfolio Theory
While the random walk model and EMT were being developed in
the 1950s and 1960s, Harry Markowitz of the City University of New
York and yet another Nobel Prize recipient (in 1990, along with
Sharpe) was developing modern portfolio theory (MPT).15 The basic
idea here is that combining a group of noncorrelated stocks in a
single portfolio results in a portfolio with less volatility than the av-
erage volatility of those individual stocks.
    MPT proposes that all investments are reducible to two ele-
ments—risk and return—and assumes that investors are risk-averse
in the sense that they will sacrifice returns to avoid risk and demand
greater returns to assume risk. MPT says that such investors will
best address their risk aversion by investing in a portfolio of invest-
ments in which they receive the greatest expected return for any
given level of risk.
    The expected return on an investment is simply the weighted
average of all possible returns on it, and the risk of an investment
is the dispersion of possible returns on that investment around the
expected return. Under MPT, expected return on a portfolio of in-
vestments is simply the weighted sum of the expected returns on the
individual investments; the risk, however, of a portfolio of invest-
                                                Prozac Market        29

ments is not necessarily the weighted sum of the risks (or dispersion
in the returns) of the individual investments.
    The central insight of MPT is thus that since variations in re-
turns on individual investments may reduce the dispersion of returns
on a portfolio of investments, portfolio risk is primarily a function
of the degree of variance of individual investments compared to the
portfolio as a whole. This means that portfolio risk is minimized
through portfolio diversification.
    MPT’s understanding of risk has another important implication.
With respect to any stock, two elements of risk can be distinguished:
systematic risk and unsystematic risk. Systematic risk (also some-
times called market risk or undiversifiable risk) arises from the ten-
dency of a stock to vary as the market in which it is traded varies.
Unsystematic risk (also sometimes called unique risk, residual risk,
specific risk, or diversifiable risk) arises from the peculiarities of the
particular stock being investigated.
    Because under MPT’s diversification directive unsystematic risks
can be diversified away to zero, market returns on a stock in a com-
petitive market will not include any compensation for such risk.
Thus, market returns will be a function solely of the systematic risk,
or the extent to which a particular stock varies as the market of
which it is a part varies. Measuring such risk and return is the main
goal of capital asset pricing models.

The Capital Asset Pricing Model
As MPT and EMT were maturing in the late 1960s, capital asset
pricing theory was in its infancy. The capital asset pricing model
(CAPM) that is most widely known today derives from MPT (and
was pretty much invented by Markowitz’s co-Nobelist, Sharpe).16
Like MPT, CAPM assumes that investors are risk-averse in the sense
just described. In addition, CAPM assumes that investors have ra-
tional expectations concerning expected returns. Under this assump-
tion, CAPM says that the expected return on an investment is equal
to the risk-free rate of return plus compensation for the systematic
risk of the investment in the sense just described.
    The systematic risk is measured by the degree of variability of
the individual investment versus the market as a whole. It relates
the risk premium associated with a particular stock (its return less
the risk-free return) to that associated with the market as a whole.
    That association for any stock is expressed by a number called
30       A Tale of Two Markets


the stock’s β (beta). Under CAPM, stocks with higher β’s are more
risky than are stocks with lower β’s because they tend to swing more
widely than does the market—their returns exhibit greater dispersion
versus market returns.



Critique and Common Sense
On their own terms, there are several weaknesses in MPT and
CAPM. First, in evaluating EMT, the need for a pricing model cre-
ates a joint hypothesis problem: No one can ever be sure in testing
a model whether its failure is due to market inefficiency or to an
inadequately specified asset pricing model.
    Indeed, many of the anomalies in EMT mentioned earlier are
attributed to deficiencies in the asset pricing model rather than to
the presence of market inefficiency. These deficiencies are most of-
ten associated with imprecision in defining risk or, equivalently, in
specifying β.
    The joint hypothesis problem has an important implication for
EMT skeptics. To disprove EMT requires proof that does not use an
asset pricing model. However, any linear or nonlinear dependence
in stock price behavior is inconsistent with EMT itself. Thus, a dis-
covery of linear or nonlinear dependence in successive stock prices
(presented in the next chapter) means EMT is incomplete, period.
It does not admit the alternative explanation of a “misspecified” asset
pricing model.
    In addition, CAPM says that expected returns from an invest-
ment are linearly related to expected returns on the portfolio of
which that investment is a part. The linear relationship is given by
β and is in turn dictated by CAPM’s rational-expectations assump-
tion.
    If human behavior is itself inconsistent with the rational-
expectations assumption, there is no reason to believe in such a
linear relationship. This is another way of saying that the stock mar-
ket is nonlinear rather than linear. In that case, β will not be an
accurate measure of risk.
    Finally, the rational-expectations assumption used in the CAPM
requires that investors have homogeneous return expectations; this
in turn requires that investors evaluate and understand information
in identical ways. Heroic as that sounds, it would also require all
investors to evaluate investment opportunities over identical time
                                                 Prozac Market       31

horizons. The patent dubiousness of these requirements recently has
become an important aspect of the literature criticizing CAPM.
    The literature demonstrates that demand for particular stocks is
sensitive to price changes, just like demand for most other goods.17
Investors have different appetites for particular stocks as their prices
change. Thus, markets do not depict the right price of a stock be-
cause there is no such thing. Even rational people are not homo-
geneous automatons; they interpret information differently, and their
judgment about the present value of a business’s future cash flows
will vary even if they are all rational.
    As Francis Fukuyama has pointed out in another context, the
neoclassical economic model of rational self-interested behavior with
which EMT is ultimately linked is right only about 80% of the time.18
Its devotees forget Adam Smith, the father of their thought, who
emphasized that economic life is embedded in social life and that
economic actors make decisions that vary from pure economic cal-
culus as a result of social habits and contexts. That is why in Smith’s
day his field was called “political economy” rather than, as it is today,
simply “economics.”
    If the rest of social science should be returned to economics, it
is even possible to add some physics from the hard sciences. Recall
that the random walk model got that name because public capital
markets seemed to obey the principles of Brownian motion, which
specify that molecules in motion behave randomly. Although mole-
cules lack sentience, prices are strictly creatures of the ultimate sen-
tience, human behavior.
    Common sense thus suggests that the price-molecule parallel
should not hold. More powerfully, current thought in physics con-
cerning nonlinear dynamics and chaos theory extends well beyond
Brownian motion and suggests further reasons to doubt and recon-
sider the validity of the analogy.
    The next chapter shows how that analogy has been turned upside
down and inside out. Before going on, though, pause to consider
whether common sense supports β as a measure of risk. What β
really measures is the price volatility of a stock. If you insist on
associating the word “risk” with that measure, it at most means that
β captures the risk of stock price gyrations. For a market analyst,
that measurement may be of some interest.
    But for a business analyst, price gyrations are useless analytic
tools, and so therefore is β. What matters in business analysis might
be called “business volatility,” the gyrations in earnings or cash flows
32      A Tale of Two Markets


a business has experienced as grounds for gauging its future business
performance. The earnings and cash flows are what give a business
value and what are of interest; market prices do not, and β is
therefore of no interest to a business analyst.
    As the vogue of mathematical investing approaches raged in the
late 1960s, Ben Graham declared that treating volatility in price
changes as the meaning of risk is “more harmful than useful for
sound investment decisions because it places too much emphasis on
market fluctuations.”19 EMT sought to neutralize that objection by
saying that market fluctuations were simply rational price changes
reflecting information changes. Just so. Yet some things are not that
simple. Charlie Munger is fond of quoting Einstein on this point:
Everything should be made as simple as possible, but no more so.20
Graham continues to be right.
                                          C h a p t e r 3

     CHAOTIC MARKET



     T   oday’s investor can learn something from the elite group of No-
         bel Prize winners who brought us the “modern finance” sum-
     marized in the last chapter, but way less than is commonly believed.
     Although few informed students of EMT ever had great confidence
     in the strong form, the more modest forms—plus modern portfolio
     theory and beta (β)—have held sway over academic and popular
     investment thinking for nearly three decades.
         Those hypotheses are based exclusively on simple linear analysis
     and thought, however, and so their descriptive power and normative
     implications are questionable. As in all fields of endeavor, knowledge
     continues to advance. Technology has enabled better ways to model
     market behavior than were available when EMT and the rest of mod-
     ern finance were growing up. The new technology shows quite dif-
     ferent results than did the old, results that confirm the common-
     sense intuitions behind Ben Graham’s Mr. Market.1


     NEW WAVE

     The presence of noise in stock market trading shows the inadequacy
     of the linear testing models that led to the random walk model and
     EMT. Noise theory shows that the information-processing properties
     of public capital markets are so bluntly powerful that fundamental
     information about underlying business values is crowded out by ex-
     traneous information or noise. There is a feedback system in which
     individuals overreact to information or withhold action in the face
     of information.
         Feedback processes are the hallmarks of a nonlinear system.
     They indicate a nonproportional relationship between a cause and
     its effect (e.g., between news and price changes). This insight of
     noise theory has not been recognized for its full power. The distinc-
     tion between linear and nonlinear is fundamental to an understand-

                                                                       33

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
34       A Tale of Two Markets


ing of stock market behavior and how investors and managers should
think about markets and market prices.
     Linearity means proportionality: A change in one variable pro-
duces a proportionate change in another specified variable. What
makes the CAPM linear, for example, is its assertion that the ex-
pected risk premium of a stock varies in direct proportion to β.
     EMT is linear in two ways. First, the statistical models under-
lying the weak form are simple linear regression analyses; correlation
coefficients are statements about how variables are related on a
straight-line basis over time. In other words, the time series of data
is tested for correlation by fitting a straight line to the data and then
calculating the correlation coefficient.
     Second, the semistrong form of EMT is linear because it defines
a proportional relationship between information changes and price
changes. In particular, the semistrong form says that information is
swiftly incorporated into prices without bias. In other words, there
is a proportional relationship between information changes about
business values and resulting price changes in the financial asset
(stocks) representing those businesses.
     In contrast and a bit simplistically, nonlinearity means the ab-
sence of proportionality: Changes in one variable will produce a
change in another variable, but exponentially rather than propor-
tionally. To take a prosaic example, the 1-gram straw that breaks the
1-ton camel’s back is nonlinear because the cause is utterly dispro-
portionate to the effect.
     Volatile stock prices and roaring or crashing markets are often
attributable to an incremental bit of information piled on top of
cumulated bits of information. If one company announces that its
earnings aren’t going to be as strong as people had hoped, its stock
price may take a haircut, but the market overall may not blush. But
as the weeks go by and a few more companies in that sector say the
same thing, Wall Street gets rattled. The shares of all the stocks in
that sector can suddenly get punished, and the pounding can spread
across the market as a whole. At some point, the creepy Wall Street
saying that there is never only one cockroach starts to resonate.
     The fact that the market may react slowly or may overreact to
bits of new information is of course what noise theory teaches and
explains. The distinction between nonlinear and linear systems goes
well beyond noise theory, however, because noise theory itself is con-
strained by the efficiency paradigm. Nonlinear dynamics and chaos
theory break from that context and imply a fundamentally different
                                              Chaotic Market        35

understanding of public capital market phenomena with a broader
perspective on investor and market behavior.
    There is no a priori reason to believe that public capital markets
are linear systems rather than nonlinear systems. Therefore, one of
the first questions that must be considered in understanding such
markets is whether they follow linear or nonlinear processes. More
sophisticated techniques than were available when the random walk
model was first developed are now used to investigate precisely that
question.
    One reason such techniques were unavailable in the 1960s,
1970s, and even early 1980s was the need for powerful computer
systems that not only could process data more swiftly but also could
go beyond the simplified mathematical models of straight lines and
investigate the curvatures of multidimensional data streams. Armed
with such resources, researchers now start with the consensus view
that empirical research shows that a random walk describes stock
prices fairly well, subject to some anomalies. Then they dig deeper.
    One tool for the digging actually dates to the early part of the
twentieth century. It was developed by the hydrologist H. E. Hurst
when he was working on the Nile River Dam project.2 Hurst had to
develop reservoir discharge policies to maintain reservoir water levels
in the light of rainfall patterns.
    To understand how the reservoir system worked, Hurst would
record its water level each day at noon and calculate the range (es-
sentially differences between the high and low levels and the average
levels). If the range increased in proportion to the number of ob-
servations recorded, one could conclude that the reservoir system
was a random one. Otherwise, it was nonrandom and exhibited some
pattern, knowing either of which could enable the hydrologist to set
the reservoir’s discharge policies.
    Hurst developed a simple tool called the H exponent to deter-
mine whether the range increased as would a random process or
whether it exhibited a more patterned behavior. Skipping the math-
ematical details, if a system’s H equals .50, then the system behaves
according to a random walk. The probability that any particular move
will follow any other move is 50-50 and thus completely up to
chance.
    If H is less than .50, the system is mean reverting. That means
that if the system has moved up for a number of observations, it is
more likely to move down over the next number of observations, and
vice versa. Conversely, if H is greater than .50, the system is correl-
36       A Tale of Two Markets


ative or persistent: if the system has moved up for a number of
observations, it is more likely to continue to move up over the next
number of observations, and vice versa. If H is .60, for example, the
probability that a positive move will follow a positive move is 60%.
    H may change over time. For example, H may be in the .70s over
some period and then drop to near .50 and subsequently increase
again. The number of observations (or time periods) over which H
is sustained at other than .50 (before returning to near .50) is a
measure of the average cycle length of the system.
    In the case where H exceeds .50 for a sustained period, the
length of that period is a measure of the system’s memory—the ex-
tent to which past events influence present and future events. In
the context of investment analysis, it measures the period over which
an investor can use information to his or her advantage.
    During the 1990s, some market analysts figured out that the H
exponent can also be applied to markets to determine whether they
are random too. One of them even published his results. Edgar Pe-
ters, a money manager in Boston, applied it to the Standard and
Poor’s 500 Index (the S&P 500) for monthly data over a 38-year
period from January 1950 through July 1988.3
    Peters found that H was .78 for average periods of approximately
four years, indicating a strong persistent element in the S&P 500
rather than a random process. Beyond average periods of four years,
however, H was not significantly different from .50 (it was .52/-.02).
So Peters concluded that the S&P 500 begins to lose memory of
events after four years. The S&P 500 thus is not random, and events
today continue to affect price changes for up to an average of four
years.


NEXT WAVE

This dashing of the economist’s dream of a perfect market has been
amplified by studies of the chaotic behavior of markets. Just as
Hurst’s H suggests that markets are not linear as EMT assumes,
EMT’s assumption of market rationality is put into scientific doubt
by principles first developed by physicists in the field of chaos theory.
    Chaos theory was popularized by the publication of James
Gleick’s 1987 best-selling book Chaos, primarily an exposition of
chaos in natural science. The potential role of chaos theory in eco-
nomics and finance was made prominent by the Santa Fe Institute’s
                                                Chaotic Market        37

publication of a volume in 1988. It has been carried into the realm
of “phynance”—the merger of physics and finance—most spectac-
ularly by Doyne Farmer and Norman Packard, whose phynance ex-
ploits are chronicled by Thomas Bass in his 1999 book The Predic-
tors. As a result of these works, chaos theory became an important
and growing field in the study of the nonlinear dynamic behavior of
economic and financial systems.
     Through chaos theory, physicists discovered that many phenom-
ena in the universe previously thought to be random (unpredictable,
exhibiting no pattern) are not random but exhibit a significant pat-
tern. To oversimplify, chaos theory holds that there is a pattern to
the seeming randomness of physical events occurring in the uni-
verse. Thus, systems that appear to be stochastic (to involve only
random motion or behavior under conventional linear modeling)
may be deterministic, or exhibit more complex internal dependence
than simple linear modeling reveals.
     Chaos theory has its roots in the nineteenth-century work of
                ´
Henri Poincare, a French mathematician and physicist who studied
the famous three-body problem.4 Newton, using his laws of motion
and gravitation, proved that it was possible to calculate accurately
the future positions and velocities of two mutually attractive material
bodies. Neither Newton nor anyone since, however, has been able
to do so for three or more bodies.
     This three-body problem reveals itself repeatedly to scientists
sending space probes to Mars and other planets: They chart a course
directed to where the planet will be in its orbit when the probe
arrives (not where the planet is upon sending the probe), but mid-
course corrections are nevertheless necessary because Newtonian
physics can predict accurately only the interaction of two bodies, not
three. (This has led some probes to be lost in space.)
             ´
     Poincare attributed the three-body problem to nonlinearities in-
herent in multibody systems as the result of which “small differences
in the initial conditions produce very great ones in the final phe-
nomena. A small error in the former will produce an enormous error
in the latter.” This insight, now the unifying core of chaos theory, is
known as “sensitive dependence upon initial conditions.”
     The classic example of sensitivity to initial conditions is the but-
terfly effect in meteorology. Its pioneer in the early 1960s was the
MIT meteorologist Edward Lorenz, who said, “The dynamical equa-
tions governing the weather are so sensitive to the initial data that
whether or not a butterfly flaps its wings in one part of the world
38       A Tale of Two Markets


may make the difference between a tornado occurring or not occur-
ring in another part of the world.”5
     Picture an empty hockey rink. A person places a puck at midice
and then rolls it toward the far end of the rink. He measures the
angle of his hit, the angle of the puck’s impact, and the angle of its
rebound. He keeps measuring the puck’s angles of impact and re-
bound as the puck bounces around the rink.
     Assuming no friction, a rule of puck motion in the rink is that
it will emerge from impacting a side of the rink at precisely its angle
of approach (a similar thing will be familiar to anyone who has
played billiards). That rule means we have defined a deterministic
system under which the future position of the puck at any time can
be forecast perfectly (assuming its actual or average speed is known).
     But now assume that the initial position of the puck is varied by
a few degrees, even an infinitesimally small variation, not observed
by or known to the forecaster. The forecaster’s predictions of the
puck’s location after it hits the first one or two sides may be impre-
cise—off by some small amount—but the imprecision will be neg-
ligible. The amount of error will grow exponentially, however, with
each subsequent impact. In a short time the forecast will be wide of
the mark.
     Disturbing the measure of the puck’s initial position causes its
movement to appear random and unpredictable, whereas knowing
that measure enables precise prediction. It is this sensitive depen-
dence on initial conditions that is the signal characteristic of chaotic
systems.6 To detect its presence, Lorenz and his followers developed
a couple of fascinating tools.

Pictures and Attractors
Time-series data are conventionally plotted using simple Cartesian
geometry. For example, to plot a time series of a stock’s price, price
is plotted on the vertical axis and chronological time is plotted on
the horizontal axis.
    In physics, the usual Cartesian graphs can be turned into more
powerful pictures called phase portraits plotted in phase space, a
presentation that can depict the full range of possibilities for a sys-
tem. The pendulum is the paradigm for illustrating the differences
between Cartesian plots of time-series data and phase portraits of
the same data as well as for introducing the notion of the attractor.
    Consider a regularly swinging pendulum driven by mechanical
                                             Chaotic Market       39




FIGURE 3-1   Driven pendulum time series.




force. It will swing back and forth at a steady speed and not come
to rest (unless we withdraw its force). A Cartesian time-series plot
would show such a pendulum’s motion as a wavy up-and-down line
whose height remains the same as time passes, as shown in Figure
3-1.7
     The driven pendulum’s portrait in phase space can be envisioned
as a rectangle. At any moment in phase space, the pendulum’s angle
would dictate the location of a point horizontally and the pendulum’s
speed would dictate the location of a point vertically. As such, the
pendulum’s portrait in phase space would form a loop, illustrating
the pendulum’s continual motion through the same sequence of po-
sitions repeatedly, as shown in Figure 3-2. That continual repetition
is described as a limit cycle or a limit cycle attractor because the
pendulum (which can be called a system) is attracted to that one
and only (limit) cycle.
     Now consider a pendulum undriven by permanent mechanical
force, having instead been started manually by lifting it to one end
of its orbit and letting it go. Without the permanent mechanical
force, the undriven pendulum will swing back and forth, gradually
reducing speed and coming closer and closer to rest. A Cartesian
time-series plot of this undriven pendulum would begin with the
same wavy up-and-down line depicting the driven pendulum just
40       A Tale of Two Markets




FIGURE 3-2 Driven pendulum phase space: ‘‘limit cycle at-
tractor.’’




described, but this line’s height would fall gradually and continu-
ously as the pendulum’s speed declined, as shown in Figure 3-3.
     This pendulum’s portrait in phase space also would begin as if
it might form a loop, but owing to its declining speed, the plot would
begin to spiral inward continuously as the pendulum slowed down.
Correspondingly, the plot would converge to the origin, as shown in
Figure 3-4. The origin in this case is described as a point attractor
because the pendulum (or system) is attracted to that one and only
point.
     Another way to approach the pictures is to conceive of the phase
space as a sideways view of the Cartesian time-series plot. It is in
effect a collapsed side view of the gyrations of the simple time-series
graph.
     Keep that picture in mind as you consider a third type of attrac-
tor, which physicists call the strange attractor. The strange attractor
describes a system whose phase portrait will be neither a loop nor a
spiraling circle but instead will show some orbits that appear to be
random: They do not repeat and are not periodic. They are, however,
limited in range. In other words, the portrait will exist in a finite
space but will admit of an infinite number of solutions in that finite
space.
FIGURE 3-3 Undriven pendulum time series.




FIGURE 3-4 Undriven pendulum phase space: ‘‘point attrac-
tor.’’

                                                            41
FIGURE 3-5 Simulated weather system time series.




FIGURE 3-6 Simulated weather system phase space: ‘‘strange
attractor.’’

                                                             42
                                               Chaotic Market        43

     Take a look at Figures 3-5 and 3-6. Figure 3-5 depicts the time
series of a simulated weather system, suggesting behavior that is
completely random and resembles typical graphs of stock market
prices. Figure 3-6 depicts a phase portrait of the same system, re-
vealing a strange attractor. Again, look at Figure 3-6 as a side shot
of the time-series plot in Figure 3-5, condensing that Cartesian fig-
ure into a phase space portrait.
     Limit cycle attractors and point cycle attractors do not exhibit
any sensitive dependence on initial conditions: A pendulum without
permanent mechanical force will always end up at the point of origin
(its point attractor) no matter where it started, and a pendulum with
permanent mechanical force will always orbit in its loop (its limit
cycle attractor) no matter where it started.
     Systems containing strange attractors do exhibit sensitive depen-
dence on initial conditions: Where the system is at some future mo-
ment will be determined by where the system started (or by where
it was at any time before).

Stretching
Phase portraits depict all possible states of a system by plotting a
variable’s value against the possible values of all other variables. The
dimension of the phase space is equal to the number of variables
that describe the system. Whether a system exhibits sensitive depen-
dence on initial conditions can be determined by numbers called
Lyapunov exponents (LEs), named for the Russian mathematician
Aleksandr Lyapunov, who discovered them.8
    LEs measure the speed of a variable’s movements in phase space
versus another variable. Positive LEs measure stretching in phase
space—the speed of divergence of one variable with respect to an-
other variable. Negative LEs measure contracting in phase space—
the speed of system restoration after being perturbed. Thus, LEs for
point attractors and limit cycles never are positive because such sys-
tems are always contracting.
    In the case of a point attractor, the dimensions always converge
to a fixed point, the origin; in the case of a limit cycle attractor, all
the dimensions converge into one another except one, whose relative
position creates the loop by not changing (and whose LE is therefore
zero). For a strange attractor—involving a system that does exhibit
sensitive dependence on initial conditions—at least one LE must be
positive such that there is divergence in the nearby orbits.
44       A Tale of Two Markets


     LEs were created for use in connection with information theory,
to specify the likelihood that information conveyed in binary com-
puter language would be understood properly. LEs measured the
increase in uncertainty of a communication as additional bits of in-
formation were added to the system.
     The notion of bits of information has been reconceptualized for
application to public capital markets as measures of our knowledge
of current conditions. For example, in a time series of stock price
data (e.g., daily returns), a positive LE would indicate the amount
of information or predictive power lost each day.
     An LE of .05 per day, for example, would mean that information
becomes useless after 20 days (i.e., 1/.05). Thus, the LE is a measure
of the reliability of information in making forecasts for specified pe-
riods.
     Peters, the Boston money manager, also has calculated the LE
for the S&P 500 (1950–1989), using monthly data. His calculations
resulted in a stable LE equal to .0241 per month. An LE of .0241
per month means that information reliability decays at the rate of
.0241 bit of accuracy each month; thus, the average cycle length of
the system using this measure is approximately three and a half years
(1/.0241 � approximately 42 months). Note that this result substan-
tially matches the result that Peters got in his H analysis.
     Peters also calculated the LE of 90-day trading data for the S&P
500 (1928–1990) and found an LE of .09883 per period. That result
substantially matches both the monthly LE and the H analysis: The
average cycle length of the system was approximately four years
(1/.09883 � approximately ten 90-trading-day periods). Based on
these calculations, the public capital markets do exhibit sensitive
dependence on initial conditions and chaotic behavior rather than
simple linear efficiency.



Fractals
Another way to test for chaos is to determine whether a system has
a fractal dimension. Systems with fractal dimensions do not follow
Euclidean laws. Euclidean geometry simplifies and organizes nature
dimensionally: There are points, which lack dimension; lines, which
have one dimension; planes, which have two dimensions; and solids,
which have three dimensions. These simplifying images are heuris-
tics: Natural objects do not conform to these images. Until fractal
                                              Chaotic Market        45

geometry was developed, however, these integral dimensions were all
we had to go on.
    Fractal geometry was developed initially by the mathematician
and scientist Benoit Mandelbrot, who won the 1993 Wolf Prize in
physics.9 He observed that natural objects are not as simple as the
descriptions offered by Euclidean geometry: “Clouds are not spheres
[and] mountains are not cones.” For example, how would we classify
a piece of paper crumpled up an infinite number of times in terms
of Euclidean geometry?
    It is not three-dimensional because it is not a pure solid form (it
has creases and crevices). (In mathematical terms, it is not com-
pletely differentiable across its entire surface.) It is also not two-
dimensional because it has depth. In fact, its dimension is between
two and three. That property makes the crumpled paper a fractal:
Its dimension is a fraction (two point something).
    With respect to time-series data, dimensionality depends on
whether the system from which the data are taken is random or
nonrandom. If a system is random, time-series data taken from it
will reflect that randomness and have as large a dimension as can
possibly be. In the case of data being presented on a sheet of paper,
the highest possible dimension is two (the dimension of the paper
itself). In any case, the data will fill a plane.
    If a system is nonrandom, time series of data taken from it will
reflect that nonrandomness and show a fractal dimension: The data
will not fill the plane but will clump together. That clumping to-
gether reflects the correlations influencing the data (i.e., causing it
to be nonrandom).
    These properties distinguishing random from nonrandom time
series may be conceptualized in a different way. For example, our
conception of a crumpled piece of paper as a three-dimensional ob-
ject can be regarded as embedding a fractal in a dimension greater
than itself. That greater dimension is called the embedding dimen-
sion.
    Fractals retain their fractal dimension when placed in an em-
bedding dimension; random distributions do not. Thus, unlike non-
random distributions, random distributions fill their space the way
gas fills a volume: The gas spreads out because there is nothing to
bind the molecules together. This is, of course, the defining char-
acteristic of Brownian motion as discussed earlier.
    Peters calculated the fractal dimension of the S&P 500 as 2.33
and did the same for other global stock markets, all of which also
46       A Tale of Two Markets


turned out to be fractals. Japan’s was 3.05; Germany’s, 2.41; and the
United Kingdom’s, 2.94. That is strong proof indeed that stock mar-
kets are not best described by EMT.


COMPLEXITY

Think about the 1987 crash (and other roller coaster market epi-
sodes) in terms of Einstein’s point that time operates in different
ways in different contexts. An intuitive case that market crashes ex-
hibit chaotic behavior starts to emerge. The intuitive case begins by
taking a nonlinear perspective of market time, under which market
time expands (speeds up) when trading is heavy and compresses
(slows down) when trading is thin. The speed of market time—called
intrinsic time—evidences itself in pricing persistence and pricing
discontinuity.
    Pricing persistence is described in chaos theory as the Joseph
effect, drawn from the familiar biblical story of Joseph interpreting
the pharaoh’s dream to mean seven years of feast followed by seven
years of famine. The presence of this phenomenon in public capital
markets is exhibited by bull markets and bear markets in that iden-
tifiable trends emerge and endure for significant time periods.
    Pricing discontinuity is described in chaos theory as the Noah
effect, taken from the biblical story of the Flood. Public capital mar-
kets exhibit the Noah effect in price changes. For example, suppose
IBM opens at 50 and closes at 30. That does not necessarily mean
that during some point in the trading day an investor could have
traded IBM at 40 (or any other price between 50 and 30). Rather,
the price of a stock moves discontinuously in the sense that at one
moment it may be trading at 45 and at the next it cannot be sold
for more than 35 (something that day traders see a lot of and that
is discussed further in the next chapter).
    The alternating presence of price persistence (the Joseph effect)
and price discontinuity (the Noah effect) shows that chronological
time—a linear concept—is not the most precise temporal measure
of public capital market phenomena. When discontinuous pricing—
the Noah effect—dominates a market, wide swings occur and mar-
ket pricing is relatively unstable because intrinsic time and trading
activity outpace chronological time and information gathering.
When price persistence—the Joseph effect—dominates a market,
pricing is relatively stable because intrinsic time is approximately
equal to or slower than chronological time.
                                              Chaotic Market       47

     The speed of intrinsic time may differ from that of chronological
time. Price changes would then move ahead of information changes.
Investors and other market participants conform perfectly neither to
the linear assumption of homogeneous expectations nor to the ubiq-
uitous irrationality of noise theory.
     Instead, investors have heterogeneous expectations that may or
may not be rational and that may be defined according to a number
of variables. Chief among them are investor time horizons that range
from the very short term (for day traders and minute traders and
market makers, say) to the very long term (for central banks, say).
     The range of different time dimensions contributes to the Joseph
and Noah effects, persistence, discontinuity, and premature and de-
layed adjustments to information. Short-term traders react more
quickly to new information; long-term investors react more slowly.
Therefore, information changes will not produce proportionate price
changes. Indeed, volatility will increase when there are greater num-
bers of short-term traders (day traders) than long-term traders.
     Changes that are produced constitute new information, produc-
ing another round of price changes again defined according to a
range of discrete time dimensions. Adding further complexity to this
mix of investor heterogeneity and time dimensions is the increasingly
global nature of financial markets: News itself is dynamic, traveling
around the world, usually in 24-hour cycles, and impacting Tokyo,
then London/Frankfurt, then New York, and around again.
     In this reality, it seems implausible to claim instantaneous, un-
biased market adjustment to new information and it is not necessary
to attribute all market preadjustment or readjustment to irrational
noise trading. Incremental information changes in a perfect market
would be expected to produce proportionate price changes.
     But informational changes produce disproportionate changes. In
terms of chaotic dynamics, these disproportionate changes may be
seen as a result of initial measurement error that (as in the hockey
puck example and the butterfly effect generally) leads to exponen-
tially greater price changes over time.


BEHAVIORAL FINANCE

Not only do these systemic complexities and the stickiness of prices
show new reasons to be skeptical of EMT, they also suggest partial
explanations for the observed nonlinear dependence of stock prices
and the possible presence of chaotic phenomena. They certainly
48       A Tale of Two Markets


show that market behavior is far more complex than EMT allows.
While that is bad news for market efficiency, it is good news for
investors who recognize reality.
     EMT may remain valuable to economists in explaining portions
of market processes—the public capital markets alternately may in-
volve both random and nonrandom components. But this partial va-
lidity must not be misunderstood to suggest that markets are “rela-
tively efficient,” “reasonably efficient,” “sufficiently efficient,” or
“more efficient than not” at any moment in time, as many devotees
of EMT have been forced to argue since the market crash of 1987
shook confidence in that theory.
     Since 1987, a new generation of economists has arisen in prom-
inent universities to challenge EMT. Led by Robert Shiller of Yale,
a school of thought called behavioral finance draws on a wide range
of disciplines—including economics, psychology, biology, demogra-
phy, sociology, and history—to challenge the essentially mathemat-
ical underpinnings of EMT.
     The pioneers of behavioral finance have found substantial evi-
dence supporting two of Buffett’s long-held and most commonsense
propositions. The first is that while stock prices over short horizons
bounce around a lot, wedging price and value, over long horizons
the price must correspond to value. As Andrei Shleifer of Harvard
puts it, summarizing the studies: “Stocks with very high valuations
relative to their assets or earnings (growth or glamour stocks), which
tend to be stocks of companies with extremely high earnings growth
over the previous several years, earn relatively low risk adjusted re-
turns in the future, whereas stocks with low valuations (value stocks)
earn relatively high returns.”10
     The second is evidence showing that investing in the latter group
of stocks (mislabeled “value stocks,” but the label is useful to sim-
plify the discussion) offers superior returns over long horizons. How-
ever measured, the evidence Shleifer and his colleagues compiled
shows that “value” stocks outperform “growth” stocks by spreads of
about 8 to 10% annually over long horizons.
     As early as 1981, Shiller showed that stock market prices are too
volatile to accord with EMT. Shiller’s peers at that time skewered
him for this blasphemy, but his research has held up and attracted
a still small but growing following, including former Harvard pro-
fessor Lawrence Summers, who became secretary of the treasury.
Shiller examined the relationship between price changes and sub-
sequent cash paid to stockholders and found remarkable irregularity
                                              Chaotic Market       49

(bouncing around) in price changes in contrast to remarkable
smoothness in the cash stream.
     Shiller and his colleague John Campbell recognize that some of
the price changes are due to changes in fundamental information
and to uncertainty about the future trends of cash flows. But taking
account of these factors, Shiller and Campbell estimated that only
27% of the annual return volatility in U.S. stock markets is justified
in terms of fundamental information. Campbell followed up this re-
search with John Ammer by using more recent data and reduced the
estimate to only 15%.11
     Markets may be relatively efficient only on some days but not on
all days or may be relatively efficient for some stocks but not for
others. Even if we are more generous than the 15 to 27% suggested
by these studies and say EMT is 80% correct, it is a grave mistake
to use market efficiency as the basis of a managerial or investor game
plan. Buffett sums it up: “Observing correctly that the market was
frequently efficient,” EMT devotees “went on to conclude incorrectly
that it was always efficient. The difference between these proposi-
tions is night and day.”12 That difference between night and day is
all that Graham and Buffett need to recognize. Neither is enthused
by mathematical accounts of markets, except to agree that EMT does
not explain all of market behavior.
     Buffett quotes one of Charlie Munger’s favorite sayings to de-
scribe the modern economist’s penchant for building EMT and re-
lated mathematical models of stock markets: “To a man with a ham-
mer, every problem looks like a nail.”13 Graham quotes Aristotle: “It
is the mark of an educated mind to expect that amount of exactness
which the nature of the particular subject admits. It is equally un-
reasonable to accept merely probable conclusions from a mathe-
matician and to demand strict demonstration from an orator.”14
     Graham concludes that “the work of a financial analyst falls
somewhere in the middle between that of a mathematician and an
orator.”15 The vanguard theorists of behavioral finance stand a better
chance of finding that middle road than do the devotees of EMT,
but they admit they still have a long way to go in understanding
investors and markets, a task that is likely to get harder rather than
easier, as the next chapter explains.
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                                            C h a p t e r 4

     AMPLIFIED

     VOLATILITY




     T    he efficient market story and the chaotic market story are neither
          exhaustive nor mutually exclusive accounts of market behavior.
     Rather, they depict end points on a continuum ranging from perfect
     pricing to substantial deviation between price and value. These polar
     points at the outer ranges of the continuum are a function of the
     amount of price volatility. Price volatility can move prices toward
     values (and is efficient) but can also push prices away from values
     (and is inefficient).
         Measuring how much market behavior is captured by the effi-
     ciency story or the chaos story is hard. But if a generous estimate is
     that EMT has explained about 80% of stock market behavior in the
     past couple of decades, an important question is how much it is
     likely to explain in the future. To answer that question, we need to
     think about the sources of volatility in pricing and assess whether
     those sources are trending toward greater efficiency or greater price-
     value discrepancies.
         The sources of volatility that lead prices to part from fundamental
     values are (1) the quality of information used by market participants in
     trading, (2) the complexity of the markets in which trades are effected,
     and (3) the discipline of market participants. A good prognosis is that
     with the rise of on-line and computer-based trading and the spread of
     fountains of noisy information all through the Internet, day and min-
     ute traders will drive market mania to an ever more acute state of bi-
     polar disorder. Chaos rather than efficiency seems ascendant.


     INFORMATION VOLATILITY

     The first source of stock market volatility relates to information
     changes. Information volatility has both a positive (efficient) dimen-
     sion and a negative (inefficient) dimension.

                                                                           51

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52       A Tale of Two Markets


    The efficient dimension of information volatility is simply the
market’s facilitation of price changes in the light of fundamental
information about a company. That information alters the uncer-
tainty associated with that company’s future business prospects.
When the U.S. Supreme Court announces that the U.S. Food and
Drug Administration (FDA) lacks the authority to regulate tobacco
products, for example, the prices of tobacco stocks change to reflect
greater certainty about the regulatory environment.
    This type of volatility is inherent in any market. It reflects the
simple reality that stock market prices are gauges of the future value
of cash flows to shareholders. The ineradicable uncertainty in that
gauge means that prices in an efficient market will hover about the
best estimates of value. But as information changes, the degree of
uncertainty about that value changes and prices should change ac-
cordingly.
    There is little reason to believe that positive information volatility
is any worse or better now than it was a decade or longer ago. On
the one hand, there may be greater uncertainty in business value as
a result of globalization, the pervasiveness of new technology, and
the seeming swiftness of its change. A portion of the substantial
price volatility of the late 1990s and early 2000s may be a function
of such greater business volatility. On the other hand, there are also
superior ways to measure business and financial risk, manage it, and
adapt to these changing landscapes. With these factors offsetting
each other, there seems little basis for saying that positive informa-
tion volatility will get better or worse in the future.
    Negative information volatility is another story. This inefficient
dimension of information volatility consists of trading on the basis
of information either unrelated to fundamental values or inaccurate
about them. The stuff of negative information volatility includes age-
old accounting trickery (discussed in Chapter 9) and other tactics
designed to prop up stock prices, such as share repurchases (dis-
cussed in Chapter 13). But none of these problems seem more (or
less) severe than they ever did. Wacky trading strategies such as
those based on hemline levels and Super Bowl winners also consti-
tute negative information volatility, but these strategies are as fash-
ionable (and foolish) as they ever were.
    What’s new is an increase in negative information volatility that
arises from trading that is based on premature information dissem-
ination, unfounded and untrue rumors, false speculative hunches,
and hopes, dreams, and lies. Changes in the manner and speed of
                                           Amplified Volatility     53

information flows produce fountains of high-quality information
along with a deluge of low-quality junk masquerading as informa-
tion. The result is increased negative information volatility that
drives a wider wedge between price and value.
     In the old economy, EMT seemed plausible in part because the
information that markets digested had a superior quality compared
to that in the new economy trading environment. Old economy news
benefited from the major filtering role played by the mainstream
press. You could count on the integrity of The New York Times, USA
Today, The Wall Street Journal, and other great newspapers and mag-
azines to deliver news and information that was professionally vetted
under constraints imposed by long-nurtured and valuable reputa-
tions for journalistic quality and integrity.
     While you still can count on such media for filtered and consid-
ered news reporting, the process of getting there has been littered
with unfiltered information that gets out before its time. The days
of getting vetted news from the morning paper and the evening news
are numbered. Americans get a steady diet of news throughout the
day, with the newspaper and the evening broadcasts sandwiching
nonstop cable news programs, Internet reports, and e-mails for-
warding rumor-based “news” that your friends or colleagues fear you
might otherwise miss.
     The deluge of “news by the second” disrupts the old fixture of
the news cycle. Reporters who used to work on a 24-hour news cycle
that entailed gathering, researching, writing, rewriting, and printing
the news now announce their results as they go. Print journalists
broadcast tomorrow’s stories on today’s market wraps, and the re-
ports flash around every other news outlet—cable, Internet, and tra-
ditional wires.
     By the time this new news cycle is finished, the news that ac-
tually gets reported in print is often either stale or discovered to be
less important than first believed. Reporting quality is sacrificed for
speed. In this world you get data earlier, but you get it the way
journalists in the middle of the old news cycle used to get it: unfil-
tered—the draft of a story in progress.
     These forces were behind the $2 billion price plunge of Emu-
lex, manufacturer of fiber optic communications equipment, in Au-
gust 2000. Major news organizations, including Bloomberg, Dow
Jones, and CBS.Marketwatch.com, distributed what turned out to
be a fake press release announcing that Emulex’s CEO had resigned
and that it planned to restate its earnings for the prior two years.
54       A Tale of Two Markets


The hoax was engineered by a former employee of a press service
who knew the ropes of getting releases onto the Internet and re-
ported by organizations eager to be first to get news out. Apart from
the devastation to the stock of Emulex, the hoax appeared respon-
sible for dragging down the stock prices of numerous other fiber
optic companies as well as the broader Nasdaq composite.1
     Webcasting by brokerage firms can also be a source of negative
information volatility. Supplanting the traditional news media, ana-
lysts of major brokerages increasingly post reports directly on their
own Web sites by video streaming. They opine on market conditions
and call attention to favored stocks. Most firms admit they are not
reporting news but claim instead to be giving information. The dif-
ference is often lost on investors consuming the data, who trade on
its basis without recognizing that it is furnished as a marketing de-
vice for the brokerage rather than as news vetted and constrained
by traditional journalistic ethics of independence.
     But the real villains of negative information volatility are the
cobwebs of Web sites that pump out unfiltered information on the
Internet with unbridled abandon, particularly on bulletin boards and
chat rooms. The ease and often anonymous character of information
dissemination over these Internet forums eliminates an important
filter for vast channels of what only passes for news and information.
If it has always been hard to believe that the market is as omniscient
as EMT says it is, the increasing ability of anyone, anywhere—iden-
tified or anonymous—to spread lies, rumors, hunches, and other
disinformation to millions at a time makes that concept downright
fantastic.
     On a typical day over thirty thousand messages flood the four
largest boards: Yahoo!, Silicon Investor, Motley Fool, and Raging
Bull. None of these board providers screen the messages for accu-
racy, and all leave them up after they are posted. All of them permit
anonymous messages, and all posters can use as many different
names as they want.
     For less than it costs to buy a cappuccino, anybody can drop by a
           ´
cyber cafe, log on, use one of many services that facilitate anonymous
postings that are nearly impossible to trace (cutely called “anonymiz-
ers”), and say anything he or she wants to about any company (or any-
thing else, for that matter). The SEC has some investigators who reg-
ularly review sites looking for possible fraud and some companies try
to address the rumors they see flying around, but these efforts cannot
assure you that what you are reading is worth anything.
                                          Amplified Volatility     55

     The most innocuous form of the risk of negative information
volatility is the rumor mill—Internet postings that stop way short of
fraud—but these rumors can have equally significant effects on
stock prices. Berkshire Hathaway’s stock price was hurt when wholly
unfounded and viscous rumors that Warren Buffett’s health was fail-
ing spread all over the Internet in early 2000. Equally vicious were
the rumors spread in 1996 that executives of Quigley Corporation, a
company that had just introduced a cold remedy called Cold-Eaze,
were really mobsters: Its stock price dropped from $37 to $10 on the
lies. Worst of all was the day when Michael Hackworth, president
and chief executive officer of Cirrus Logic, clicked on a Yahoo! site
to a message pronouncing him “dead after a long illness.”2
     More pernicious than rumors in motive and in their effect on
stock price accuracy are the deliberate defrauders, those who have
adapted a host of age-old fraud techniques to the Internet at a very
low cost and a very low risk of detection.3 Spamming is one of the
Internet defrauders cheapest mechanisms of deceit. For a few hun-
dred dollars, a spammer can buy software that enables the harvest-
ing of thousands of e-mail addresses from Internet files. A whole
e-mailing list can be devised. For higher stakes—say, $10,000—
spammers can buy e-mailing lists numbering tens of millions of ad-
dresses. They blitz them for bogus bucks.
     These spammers sometimes get caught. One who did promoted
stocks by spamming to several million e-mailees, touting the stocks
of two companies in exchange for a fee. The spammer did not dis-
close his true identify or the fact that he was being paid to do the
hawking. A California court in October 1998 slammed the spammer
with a fine and an injunction against doing it again.4 In a similar
case, a convicted felon just out of jail and on probation for previous
securities fraud spammed 30 million e-mailees with lies about his
company that were intended to prop up its price precisely so that
he could generate enough money to repay the victims of his earlier
fraud!5 What a Ponzi scheme.
     A more elaborate spamming technique seeks to disguise the
source of the e-mail and the identify of its sender, making it look as
if the message were misdirected to the recipient and making her feel
she had “overheard” a hot tip being exchanged between friends. In
one case, two men indicted in early 2000 on charges of securities
fraud “made” more than $1 million by sending hundreds of
thousands of e-mail messages about dozens of small companies to
subscribers of America Online (AOL).6 The subject stocks were just
56       A Tale of Two Markets


the kind lots of 2000s maniacs salivate for: no earnings and no rev-
enue, though most of them also had no continuing operations. In a
number of other cases, spammers disguised the sender of e-mails to
make it look as if the recipient were reading an internal memo at a
major investment banking house containing “inside” information
about various stocks.7
     It has always been true that “tips” are suspect—whether from
your neighbor across the back fence, your hairdresser, or your den-
tist. The great investor Phil Carret advised avoiding them like the
plague;8 an astute chronicler of trading markets, Edwin LeFevre,  `
stingingly observed that “Wall Street professionals know that acting
on ‘inside’ tips will break a man more quickly than famine, pesti-
lence, crop failures, political readjustments, or what might be called
normal accidents”;9 and Ben Graham was terser: “Much bad advice
is given free.”10
     What is different about the new tips is that more people create
them, more people hear them, and more people act on them than
ever before. When adapted for the Internet, not only do classic fraud
schemes dramatically enlarge the number of possible victims (and
the dollar receipts of the perpetrator), when peddled on many fi-
nance bulletin boards and chat rooms they can carry special weight.
This is the case because these boards and rooms often create a spirit
of camaraderie among their users that generates trust in other par-
ticipants and what they have to say.
     The most classic scam being adapted to the Internet is the pump-
and-dump, and it has been going on for many years. As early as
October 1996, for example, a pumper bought shares of Omnigene
Diagnostics for around $1 each and then posted a slew of pretty
much identical lies on AOL boards saying that the company was hot
and sales were growing rapidly. The stock sprinted to nearly $7 in
about six weeks, whereupon the pumper dumped the stock for an
illicit but huge gain. The lies were dispelled when an employee of
Omnigene announced on the company’s own Web site all sorts of
operational and financial problems. The SEC ordered a halt in trad-
ing of the company’s stock. When it later lifted that halt, the stock
traded back below the $1 a share it had been resting at before the
pump-and-dump.11
     A more recent pump-and-dump example began one Friday after-
noon in late November 1999, when three Beverly Hills twenty-
somethings bought fifty thousand shares of a bankrupt commercial
printing company, NEI Webworld, for nickels and dimes a share.
                                          Amplified Volatility     57

They then spent the weekend on computers at UCLA bombarding
three popular finance message boards—Yahoo!, Raging Bull, and
Freerealtime—with some five hundred fabricated messages hyping a
pending buyout of the worthless company. The lies jacked up NEI’s
stock price to open at $8 Monday morning and move to a high that
day of $15, while the troika cashed in their shares for a net booty of
about $364,000, plunging the price back to the nickels and dimes
they had “invested.”12
     The SEC and the U.S. attorney’s office in California jumped on
this scam and in a matter of days identified the looters and charged
them with violating federal securities laws against telling material
lies in connection with the purchase or sale of securities. The SEC
rightly denounced much of the nonsense that is spewed in Internet
bulletin boards and chat rooms as having no more value than graffiti,
and The Wall Street Journal rightly declared that some of them can
be worse than trash.
     Of all the known Internet trashers, Yun Soo Oh Park is the most
notorious. Called Tokyo Joe, he was subjected to civil fraud charges
in early 2000 by the SEC for putting misleading investment infor-
mation on his Internet site. During 1998 and 1999, the SEC said,
Tokyo Joe made hundreds of thousands of fraudulent dollars through
a scalping strategy that involved buying stocks, saying wonderful
things about them on his Web site, and then selling them after the
buying of the masses pushed their price up.13
     It may not even be those looking for fast money who sponsor
this negative information volatility. Early in 1999 an employee of
PairGain Technologies put a message on a Yahoo! site directing users
to a fake Bloomberg News page containing a fabricated story that
PairGain was going to be taken over. Its stock price soared on this
“news,” and while the fabricator apparently did not gain any money
from the ploy, he is spending five years on probation for the crime.14
     Hard as it is to identify Internet scammers, you cannot count on
the authorities to punish and deter the new defrauders when they
are traced. When the SEC discovered in early 2000 that four third-
year Georgetown University law students (and the mother of one of
them, who happened to be a councilwoman for Colorado Springs!)
had generated nearly $350,000 in illegal profits from a pump-and-
dump scam on their Web site, the SEC “settled” with the scoundrels.
No jail time, no fine, not even disgorgement of the dirty money. The
losers simply had to agree not to do it again.15
     In a world where it is just as easy for anyone to buy a share of
58       A Tale of Two Markets


stock as to sell it short, the pump-and-dump scheme can be run just
as easily as a bust-and-buy scam. The buster is a short seller who
benefits if a stock price falls because he buys stock today but prom-
ises to pay for it at a price to be determined later. So he spreads
false rumors that a company’s sales are falling and that it is plagued
with all kinds of problems. The price busts, and the scammer gets
his shares at a low price—and then gets to watch the price rise as
people figure out there was no reason for the bust in the first place.16
That is precisely what the drafter of the fake press release about
Emulex was trying to do.
     Outdoing the brazen fraud of the perpetrators of these stories
and the lax enforcement is the galactic stupidity of those who fall
for the schemes. To take just one example, any eighth-grader could
have looked up NEI on the SEC’s Web site or any other reputable
database and found that it had filed for bankruptcy a year earlier
and that it no longer had a listed telephone number for its Dallas
headquarters, let alone any assets or operations. Yet you would be
surprised how many people buy stocks on the basis of such Internet
gibberish and buy them without even knowing anything about their
business climate, let alone management or other basic financial in-
formation.
     Speaking of eighth-graders, an astonishing number of people
who should have known better lost over a quarter of a million dollars
to a junior high school kid who apparently took Internet securities
fraud up as an after-school hobby. The child, 14 years old when he
began his scam, posted hundreds of manufactured messages con-
cerning nine different obscure stocks in chat rooms and bulletin
boards and entered automatic orders to sell the stocks once they
reached hype-inflated price levels. Without admitting or denying
guilt, he agreed with the SEC to refrain from doing it again and to
disgorge his profits (though without paying any additional fine or
other penalty).17
     These anecdotal accounts and hundreds more untold indicate a
dramatic increase in negative information volatility. Certainly they
do not evidence an efficient market or one that is getting more ef-
ficient. Rather, they help explain the market manias and greed-gloom
gyrations cataloged in Chapter 1. Their limited detectability and po-
licing, coupled with the public’s evident gullibility, suggest they will
continue to plague the market.
     You can be sure not only that there are other crooks and swin-
dlers looking for and sometimes finding fast and fraudulent dollars
                                           Amplified Volatility     59

but that negative information volatility will result. That bad news for
market efficiency is not entirely bad news for you as an investor,
however, so long as you steer clear of the pump-and-dump set and
take advantage of the widening spread between price and value that
results from their dirty work.


TRANSACTION VOLATILITY

The second source of stock price volatility is transaction-related.18
This arises from the way prices are formed by market trading. It is
not possible for any party acting alone to set the price of a stock.
Share pricing in stock markets arises solely as a result of traders’
orders meeting in the market. How they meet in the market to de-
termine prices is important to know but often overlooked.
    Trades on traditional markets such as the New York Stock
Exchange (NYSE) begin with a customer who instructs a broker to
effect a trade, say, to buy 100 shares of Dell at $50. The broker takes
that order to the trading floor, where a crowd of traders are at work.
If there were another broker who had gotten a customer’s order to
sell 100 shares of Dell at $50, the two could just swap shares for
their customers. No price change would result, and so there would
be no transaction volatility. That perfect matching of buy and sell
orders seldom happens on traditional exchanges (or on the Nasdaq,
where the chief difference is only that matching is done more by
computer routing of orders than through the physical presence of
people on the floor).
    Instead, buyers and sellers place orders with their brokers at
different times, want to trade different amounts of shares, and want
to buy or sell at different prices. In these more typical cases, the
customers have to wait until someone else arrives looking for a trade
on the same terms or have someone else in the market make the
trade. That someone else is there, and she is called a market maker
(on the NYSE) or specialist (on the Nasdaq) in that stock.
    When a broker can’t find another broker looking for a precise
swap with his customer’s order, these middlemen (market makers
and specialists) do the trade so that the broker’s customers don’t
have to wait until a counterpart comes along. The middlemen do
the waiting for them, making markets in stocks by buying and selling
shares when buyers and sellers arrive.
    Middlemen make money for providing this service by buying
60       A Tale of Two Markets


stocks at a lower price (called the bid) and selling them at a higher
price (called the ask). The difference between the bid and the ask
price is called the bid-ask spread. It is the price buyers and sellers
pay so that they don’t have to wait.
    The bid-ask spread also compensates the market maker for the
risks he is exposed to in taking positions in stocks so that others
don’t have to wait. Making a market in stocks exposes her to the risk
of error in her own valuations and the valuations of others. Market
makers can make a market at a price below or above a stock’s fun-
damental value.
    If they make a market at a price below value, more buyers should
arrive. But the price goes up when buyers arrive (they pay the ask
price). Therefore, a maker will sell more shares at the ask than it
buys at the bid. It may then have to buy more shares to make a
market, and the price will be pushed up, exposing it to losses if the
bid-ask spread is too small.
    Market makers respond to that risk by widening the bid-ask
spread—raising the price at which they will sell to buyers and/or
lowering the price at which they will buy from sellers. Transaction
volatility in stock prices arises from such changes in the bid-ask
spread. It is undesirable volatility because it is driven not by changes
in fundamental values but by a market maker’s exposure to loss from
value errors amid orders arriving at different times seeking different
things.
    Market makers also create transaction volatility when they re-
spond to changes in order flow. If more buy orders than sell orders
are coming in, they raise the bid and ask quotes. They do this be-
cause they must assume that the order imbalance reflects changes
in fundamental values. When they are right about that, their raise
reflects positive information volatility (i.e., price moving closer to
value). But when they are wrong about that, their prices deviate from
value and the change creates transaction volatility.
    The rise of electronic computer networks (ECNs) has put reg-
ulatory and economic pressure on the traditional exchanges to re-
duce transaction volatility resulting from market making. ECNs con-
duct trading solely on computer screens rather than through brokers,
traders, and market makers. The swiftness and transparency of this
computerized technique allows trades to be handled as in the first
example above, where two brokers swap their respective customers’
mirror trades, and with far less or no waiting time.
    Each customer posts his desired trade on the ECN’s screen, say,
                                            Amplified Volatility     61

one seeking to buy 100 shares of Dell at $50 and one seeking to sell
the same. When the price of an offer to buy matches the price of
an offer to sell (as in this case), the trade occurs automatically. The
middleman disappears, and the price is formed directly by two orders
meeting in the market. ECNs can thus reduce transaction volatility
caused by the bid-ask spread required by market makers.
     If particular ECN offer prices do not match, however, they still
get posted on the computer along with the bid and ask offers of
specialists and market makers. When the orders don’t match, there
is an “order imbalance” and the screens cannot do anything about
it. A middleman must step in to buy or sell to eliminate the imbal-
ance and keep the market alive.
     Even if it were theoretically possible for ECNs to eliminate trans-
action volatility caused by the bid-ask spread required by middlemen,
that could not happen without effectively shutting down the market.
Thus, any reduction in transaction volatility you see coming from
ECNs is not going to eliminate it. And there is some reason to be-
lieve it won’t even reduce it—depending on how markets shape up.

    ECNs shook up market trading as they proliferated in the late
1990s and early 2000s. The leading players in this market are Island
and Instinet, both of which do a huge business in this kind of com-
puter trading. Any business they get, however, is business that the
traditional exchanges—and the brokers, traders, and market makers
who participate in them—do not get. At stake for traditional bro-
kerage firms is the franchise value from their roles as specialists and
market makers in stocks. At stake for the proprietors of the ECNs
and the on-line and discount brokers who get more order flow
through their use is a new franchise value the systems can create.
    Not surprisingly, then, the explosion of ECNs as alternative trad-
ing places produced an excited debate among the traditional firms
and the newer firms and at the SEC and in Congress. All factions
recite a variation of the same mantra: The goal is to help investors
get the best price available each time they trade.
    Traditional firms say the goal of getting customers the best price
would be best accomplished by having a single source of pricing
information,19 and so they call for a centralized order book where all
orders would be posted and through which all participants could
insure that their customers get the best price. The ECNs and on-
line and discount firms say you will get better pricing if you have
lots of competition between firms, and so they call for permitting a
62       A Tale of Two Markets


fragmented system with lots of different order books. The pressure
on all sides is revealed by merger talks between the NYSE and Nas-
daq on the one hand and between ECN leaders Instinet and Island
on the other.20
     Given this environment, elimination of transaction volatility is
unlikely. Not only that, any reduction in it through enhanced use of
electronic computer systems as opposed to market makers is likely
to be offset by another development in market trading: quoting share
prices down to the penny (“decimal pricing”) rather than in frac-
tional increments of 1/8 or 1/16.
     In theory, decimal pricing would help produce prices that equal
value. Suppose the value of a share is $50.03. In a decimal pricing
system it is quoted at exactly $50.03, whereas in a fractional pricing
system it is quoted either at $50 or at $50.06 (i.e., 50 1/16).
     Decimal pricing also has the effect of narrowing the bid-ask
spread for the same reason. But it means the spread is changed more
frequently, itself a cause of transaction volatility. While the move to
decimal pricing may not contribute as much to increasing transac-
tion volatility as the rise of ECNs subtracts, on balance the reduction
from ECNs makes only a modest case for improved market effi-
ciency.
     The case is cloudier yet when you add the move toward 24-hour
trading. Market volatility tends to lighten when trading sessions are
interrupted, as occurs on the Thursday following Ash Wednesday,
for example. However, some of the greatest market plummets have
occurred on Mondays, following two days off. Whether continuous
trading will promote or retard efficiency is thus hard to predict,
though one lesson from history suggests the latter. The Evening
Exchange operated in New York in the 1860s as a place to continue
trading stocks and gold after the NYSE’s regular daytime hours. It
lasted only a few years, apparently creating and suffering from a
staggering speculative and volatile bubble that led to its demise.21
     Whatever value ECNs add in terms of reduced transaction vol-
atility is offset by what they create in a third kind of volatility. The
rise of ECNs has meant a proliferation of places to trade and get
prices. For investors and traders, this means faster and cheaper ways
to trade stocks, at lower commissions, with swifter trade executions
and more after-hours trading. This promotes the democratization of
capital, which sounds nice. But is it?
     As anyone who know anything about Warren Buffett knows, the
best investors see themselves as part owners of a business rather
                                          Amplified Volatility     63

than of a piece of tradable paper or cyberspace. But this mind-set is
hard to maintain when price quotes proliferate and distract attention
to value by both existing owners and new shareholders who buy on
spec.
    All this action across a broad spectrum of people and places
means more room for psychological influences. That remains true
whether all these trades arise in thousands of different places or
occur in a single place. The resulting prices bear less resemblance
to business values. The irony is that volatility exists no matter what
system emerges, though with the rise of ECNs a greater danger
lurks: trader volatility.


TRADER VOLATILITY

Trader volatility arises when trades are made for purposes unrelated
to the fundamental values of a business. These trades drive prices
to points related more to the motives of the trader than to the busi-
ness value of the company.
    The wide range of trading decisions that cause price moves un-
related to business value includes: trading for identifiable economic
reasons of the trader, such as portfolio “rebalancing”; selling shares
to fund personal needs or desires, such as a child’s education or the
remodeling of a kitchen; and, most notoriously of all, day trading for
purposes of speculation and gambling. Let’s start with that one.
    Day trading is usually not based on fundamental values but on
momentum, sector rotation, and other technical tactics of the type
ridiculed earlier. When trades are based on these things, they move
prices. Those moves, having nothing to do with values, widen the
gap between price and value. This exacerbates Mr. Market’s peaks
and valleys and feeds irrational exuberance and irrational despair.
Day trading is thus among the worst developments capital markets
have seen in their history for purposes of maintaining an orderly or
sensible market, much less an efficient one.
    Many day traders are probably perfectly rational people; many
are not. Aberrations may get headlines, but some of the day trader
stunts captured by the mainstream press warrant attention. The At-
lanta day trader who gunned down nine people and then himself in
the summer of 1999 after suffering staggering day trading losses is a
glaring example. So too is the fun-loving 44-year-old family man who
took early retirement with his wife and their $780,000 nest egg only
64       A Tale of Two Markets


to murder the money day trading and then attempt to murder his
wife (he wound up in a South Carolina prison).22
    Hardly tales of high rationality, and the woeful tales of these
hapless folks are not isolated examples or aberrations. A Senate com-
mittee held hearings on day trading in early 2000 accompanied by
a blistering report cataloging its numerous plagues. The report fo-
cused on the industry that supports day trading and emphasized the
need for greater industry risk disclosure, licensing, and minimum
financial requirements for traders. But it is also a brief against the
sagacity of the pernicious practice.23
    The most compelling conclusions of the report are that 75% of
day traders lose money and that a typical day trader has to generate
gains of $110,000 a year just to break even after costs! That figure is
breathtaking, but the idea is not new. Classic studies have shown
that someone who tries to time the market and move in and out of
it quickly to exploit its gyrations has to be right 70% of the time to
profit. Do you know anybody who can perform that well consistently?
Even the best hitters in baseball—say, Rod Carew, George Brett, and
even Ted Williams—bat at most .400 (the equivalent of “being right”
only 40% of the time).
    An equally important—if slightly more benign—source of trader
volatility is the practice of “rebalancing.” Ironically, this practice was
promoted mainly by those who use modern portfolio theory and be-
lieve in market efficiency. Rebalancing goes something like this: If
you start with ten stocks each bought for 10% of the total cost of
your portfolio, some will rise in price and some will fall. The re-
balancer says that after a year or another arbitrary interval, look at
the new pricing. Suppose five went up and five went down, both in
proportion. Now your portfolio has five stocks constituting 75% of
the holdings and five stocks constituting 25%. The rebalancer says
you should shed some of those in the 75% group to reduce their
role in the overall holdings.
    This must rank among the dumbest things people could do with
investments, yet it is very prevalent. You end up selling the stocks
that seem to be performing relatively well and keeping those which
come up behind. Why would you do that?
    It may be rational, but not because your portfolio is somehow out
of balance. It makes sense to sell the good performers only if you ex-
amine the business fundamentals of the companies and decide that
they no longer meet your requirements for holding them: the price ex-
ceeds the value by large amounts, there are clearly superior opportu-
                                           Amplified Volatility      65

nities for wider price-value gaps, the economic characteristics have
deteriorated, or management has changed hands for the worse.
     The famed investor Gerald Loeb gave the opposite advice, which
is not easy to follow in the best of circumstances, much less when
contemporary advisers are telling you something else: “If you want
to sell some of your stocks and not all, invariably go against your
emotional inclinations and sell first the issues with losses, small prof-
its, or none at all. Always get rid of the weakest and keep your best
issues for last.”24
     Like Loeb, Peter Lynch regards the prevalent practice of rebal-
ancing as backward, saying it is like gardening by watering the weeds
and pulling the flowers. The beneficiaries of this backward gardening
are not the investors or traders who do the rebalancing but their
advisers—who generate fees from trading—and the U.S. federal and
local treasuries—which get tax payments. Buffett put it best in ask-
ing whether it would have made sense for the Chicago Bulls to trade
Michael Jordan on the grounds that he had become too important
and valuable to the team.25
     Apart from the stupidity of trading the best picks, the strategy’s
contribution to trader volatility is significant. When trades are made
to rebalance a portfolio in this way, they are by definition trades un-
related to business value (other than fortuitously). The sale of stock
that no longer “fits” a portfolio puts price change pressures on that
stock. But that pressure, having nothing to do with actual or even per-
ceived value in that stock, simply widens the price-value gulf.
     Finally, plenty of people have turned to the stock market as a
savings account. It is the place where they repose regular sums to
build wealth for planned projects such as buying a home, paying for
a child’s education, and enjoying retirement. It is also the place
where money is stored and drawn on for unplanned funding needs,
such as paying to remodel a kitchen, buying a sports utility vehicle,
and taking trips to exotic vacation spots.
     It is hard to quarrel with those who use the stock market as a
way to build wealth for planned future needs such as home owner-
ship, education, and retirement. These tend to be long-term goals
that enable long-term investing, and so the stock market is a rational
place to store some of that wealth.
     It is far easier to rebuke the use of the stock market for more
short-term-oriented expenditures. For one thing, there is extraordi-
nary risk in stock market investing, especially over short periods of
time. It is simply not a rational place to put resources that may be
66       A Tale of Two Markets


needed to fund ordinary needs such as home repair and ordinary
desires such as recreation.
     As to either form of using the stock market, however, the net
effect on market efficiency is the same. Trading decisions are based
on needs (or desires) rather than on the fundamental values of the
stock being sold. That has the effect, again, of separating the re-
sulting prices from the actual values.
     As more Americans use the stock market for these purposes—
as traders rather than as investors—EMT explains less market activ-
ity. And as The New York Times said when day trader mania took
hold, America has gone from a nation of savers, to a nation of in-
vestors, to a nation of traders.26
     ECNs and discount on-line brokers facilitate trading, rebalanc-
ing, and savings via stocks. Although this positively reduces the costs
of incremental trading, it has an offsetting negative effect of en-
couraging more trades. In the aggregate market, negative informa-
tion volatility and a wilder Mr. Market ensue.
     It is like Reaganomics for brokers, as people end up spending
more in commissions under this lower pricing per trade because they
trade more often. Charles Schwab, to give a representative example
of this industry, reduced its average revenue per trade from $64.27
in 1997 to $45.55 two years later while increasing daily trading vol-
ume from 106,000 to 208,000 and growing.27 Schwab’s revenues
soared; you know who paid.
     Day trading funds on the horizon will make all these matters
worse. Marrying low-cost trading, screen-based clearing, and the in-
satiable day trader appetite, a former commissioner of the SEC
launched a company in mid-2000 called Folio(fn) to cater to the
rebalancing and day trading set. It offers a fixed annual fee that is
not only much lower than typical mutual fund fees but also lower
than the average cost per trade Schwab and others charge. It uses
a proprietary trading system to match customer trading orders in
house, going to market twice a day with compiled customer orders
to clear any imbalance. Touted as a way to help investors, this day
trading fund will increase trader volatility.28


PROGNOSIS

The main effect of amplified volatility—from low-quality informa-
tion, market fragmentation, and noise traders—is less efficient pric-
                                         Amplified Volatility     67

ing of stocks. The spread has widened between Mr. Market’s cur-
rency (prices, what you pay) and corporate management’s currency
(value, what you get).
     The symptoms of that inefficiency and the consequences of that
amplification consist of all the phenomena cataloged in Chapter 1,
including bifurcation of markets (for example, between the Dow and
the Nasdaq) and roller coaster rides of crashes and breaks. Episodes
such as the crash of 1987 and the break of 1989 no longer look like
isolated aberrations; rather, these and the spasmodic bursts and
busts of the late 1990s and early 2000s evidence a disease that is
not only epidemic but chronic.
     EMT was never a perfect explanation of the stock market, but
whatever purchase it once held is declining further and rapidly in
today’s market climate. It may have had some appeal in an era when
trading enjoyed the benefits of a major filtering role for the financial
press and investment professionals. While these institutions were
never perfect in those roles, their training, knowledge, and profes-
sionalism (and, for advisers, interest in stable markets for under-
writing and merger advisory businesses) took some of the edge off
their human infirmities. It didn’t make EMT right, but it did make
it seem plausible.
     The rise of the Web, ECNs, day traders, and the individual in-
vestor have produced unfiltered stock markets that retard rather than
promote efficiency. SEC Chairman Arthur Levitt testified before
Congress that market fragmentation created by the rise of ECNs
could lead the same stock to trade at substantially different prices
in different trading forums. Maybe that would create new and ex-
citing arbitrage opportunities, but the chairman’s insight makes the
case against existing stock market efficiency airtight.
     As the next chapter shows, these trends in market behavior imply
that managers and investors should ignore how the market is be-
having with respect to pricing securities and focus instead on their
own knitting: running businesses with strong economic character-
istics and looking for them, respectively.
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                                           C h a p t e r 5

     TAKE THE FIFTH



     K     nowing that the average cycle length of public capital markets
           is approximately four years does not give you any tricks to in-
     vesting, for there are none. That, plus knowing that stock market
     efficiency is at most about 80% true and getting less so, corroborates
     the endurance of Ben Graham’s intuition: Mr. Market is alive and
     still not well. The question is what to do with the 20% or more of
     market pricing EMT does not capture, and the answer is to take
     advantage of it.
          Maybe Mr. Market’s manic depression has been better diagnosed
     if still not widely understood. Maybe the detection of nonlinear de-
     pendence and the upsetting of EMT are like superior clinical diag-
     noses of bipolar disorder in medicine. Maybe increasing recognition
     of the disease has reduced the denial and given some hope of treat-
     ability. But these are just maybes.
          What is certain is that the market is complex. Also certain, given
     the alternative accounts of market phenomena, is that trading rule
     tests and other pat formulas for investing remain nonsensical gib-
     berish, though not because the market is efficient but because it is
     plagued by emotional disorder.
          It remains to navigate the market’s Scylla of gloom and its Cha-
     rybdis of euphoria. It is possible to do so because there are bounds
     to the mania. The greater fool theory may be true: Buying stocks for
     profitable resale at some future time requires that there be someone
     out there who will buy what you want to sell. It may be true that
     the entire market operation rests upon confidence that in the long
     run the market gets things right without too much static or dislo-
     cation over the shorter run that it takes to get there.
          Market traits of irrationality and chaos undermine efficiency
     claims, but that is as far as they go. They do not undermine con-
     fidence in the long-run stability of markets. To the contrary, they
     mean that opportunities exist for the wise and the cautious, those
     armed with the tools of business analysis that enable one to decide

                                                                         69

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70       A Tale of Two Markets


when the time is right to take advantage of Mr. Market’s festering
gloom and when the time is right to steer clear of his maniacal
euphoria.
     The debate over how much of market behavior EMT captures is
an endless one. This is the case because its devotees tell us that as
it starts to explain less, opportunities arise for informed people (such
as those who act on the mind-set they develop from reading this
book) to step in and correct things. Thus, EMT gets restored. The
endlessly open empirical question is the degree to which one effect
swamps the other.
     On balance, the Internet’s negligible business information qual-
ity and the frolicsome day traders acting on it suggest plenty of in-
centive for real investors to get informed and plenty of room left
over after they do. In other words, if the current trading environment
makes it seem that EMT’s descriptive power is going to look more
like 70% in the coming years, people acting on it may be able to
return its power to about 80% after that. Those most able to partic-
ipate in taking advantage of that process are investors equipped with
a business analysis mind-set.


WHO’S IN CHARGE?

From a manager’s perspective, an important consequence of market
complexity is that directors and officers cannot control a company’s
stock price. Hence, shareholders should not expect or require them
to maximize it. Managers can only be expected and required to man-
age their own business and its fundamental values, not how the
market understands that performance. Investors and traders make
those determinations, not managers.
    It would be a mistake, however, to allow this reality to immunize
managers from reproach for poor stock price performance over long
periods of time. What this means is only that managers cannot be
held responsible for fluctuations in the company’s stock price that
result from the passions of the marketplace. It does not mean that
a long-term subpar stock price is not a reflection of actual mana-
gerial ineptitude.
    Good managers will enjoy average stock prices of the company
above the norm; bad ones will suffer average prices below it. Neither
is responsible for, or can claim credit for, the intermittent ups and
downs. As Ben Graham said, “Good managements produce a good
                                                  Take the Fifth      71

average market price, and bad managements produce bad market
prices.”1
     Managers also undoubtedly attempt to influence the company’s
stock price all the time in ways ranging from the mundane (casting
unfavorable announcements in the rosiest light subject to antifraud
constraints), to the unlawful (manipulating earnings, a subject con-
sidered in Part II), to something in between (say, extraordinary dis-
tributions to shareholders from the sale of debt or assets).
     Those attempts, however, are not motivated primarily by a desire
to produce stock prices equivalent to underlying business value. On
the contrary, most managers want the company’s stock to trade at
the highest possible prices in the market, without regard to business
value. This is a mistake, as Buffett emphasizes repeatedly, for such
delinkage means that business results during one period will not
necessarily benefit the people who owned the company during that
period.2
     While investors rather than managers are in the best position to
evaluate and translate into market prices a company’s performance
as measured by its underlying business value, they cannot guarantee
a perfect translation. Information, transaction, and trader volatility
all interfere with the identity between business value and market
price. Even subject to these distortions, however, it is worth an in-
vestor’s time to understand business values and promote their iden-
tity with market prices. The larger investors have greater incentives
to do this and to reap its rewards, which increase in proportion to
shareholding size.
     Together, therefore, these insights justify active, informed, large,
and long-term investors focused on business analysis or, in Buffett’s
characterization of Berkshire Hathaway, “major, stable and interested
shareholders” who are “supportive, analytical and objective.”3 In-
stead of asking whether such investors will make EMT more than
about 70 to 80% correct, however, this perspective confirms the
prospect that such investing can take advantage of what EMT has
papered over for nearly three decades: the systemic separation of
business value from market price.


STICKING TO YOUR KNITTING

The separation of business value from market price calls for invert-
ing the usual thinking about investing. Too often tools and people
72       A Tale of Two Markets


use market prices as a metric in valuing a business. That gets the
process backward. Market price is the last thing an investor should
look at in a valuation exercise. All the market price tells you is what
you can buy (or sell) a share of stock for.
    The market does not at all tell you whether that is a good or bad
deal. Answering that question requires conducting a valuation based
on the fundamental business and economic characteristics of the is-
suing company. These are the tools considered in the rest of this book.
    In using these tools, all investors—institutional and individual—
also should appreciate a few other implications of market complexity
that follow from the question suggested at the beginning of this
chapter: What does a stock market’s four-year cycle length mean? It
certainly means that the most revolutionary investing ideas of the
last 30 years—EMT, MPT, and CAPM—can be misleading.
    These are the lessons to relearn:

•	 It is not a waste of time to study individual investment opportu-
   nities in stocks.
•	 You are likely to do better by thinking about whether individual
   investment opportunities make sense than by randomly selecting
   a group of stocks for a portfolio by throwing darts at the stock
   tables (as contests sponsored by publications such as The Wall
   Street Journal lead many to believe).
•	 Nor will you do better by using modern portfolio theory’s strategy
   of putting your eggs in lots of different baskets based on what β
   tells you the risk of each basket is.

    It should also be noted that one of the costliest lessons of mod-
ern finance theory was the proliferation of portfolio insurance—a
computerized technique for readjusting a portfolio in declining mar-
kets. The widespread use of portfolio insurance helped precipitate
the stock market crash of October 1987 as well as the market break
of October 1989, for the models prescribed selling off blocks of stock
as their prices fell.
    That massive an error—on the scale of the entire market and its
participants—suggests that similar errors occurred throughout the
investing population, including missed opportunities for gain by
small investors. Accordingly, you should ignore modern finance the-
ory and other quasi-sophisticated views of the market and stick to
investment knitting.
                                                 Take the Fifth       73


Strategies
You might ask whether it is worth your time to do hardheaded anal-
ysis of business or whether you would be better off letting other
people do the work and then free riding on their effort. Economists
illustrate this free rider strategy by positing a country that taxes its
citizens in order to build a good military. Everyone agrees that this
is desirable to defend against foreign enemies. A tax dodger free rides
on the public good of a strong military while not contributing to it.
     Is it possible for an investor to let others do the investment re-
search (pay the taxes) yet participate as a free rider in the market
anyway? Not quite. First, in the classic free rider example, there are
two classes of people: those who pay their taxes and those who free
ride. In stock investing, there are three: those who do their home-
work, those who speculate, and those who free ride. The addition of
the speculators makes it possible for those who would otherwise be
content with a free ride to exploit the folly of the speculators by
doing their homework.
     You might ask, If those doing the homework can gain so much
from the speculators, why doesn’t everyone shift from speculating to
homework? Good question. People should. But they don’t. Ben Gra-
ham and Warren Buffett—the consummate homework devotees—
repeatedly marvel at the inertia of speculators and can only wonder
why so many people choose lemming-like laziness over active anal-
ysis. Yet the speculator is here to stay, as the trends identified earlier
suggest (and not everyone will read or heed this book). Plus ca        ¸
                ¸       ˆ
change, plus ca la meme chose.
     Even the strategies that come closest to resembling the free rider
gambit require some work. The most common version of a free rider
strategy, which may be best for many people, is long-term investment
in an index fund. An index fund is a mutual fund that buys the same
securities that are in a given index, such as the S&P 500. They have
grown to gigantic proportions of total invested capital.4
     People are attracted to such funds for lots of reasons. For one
thing, the S&P 500 and similar indexes consistently outperform the
managers of active portfolio funds. Indexes also change relatively
little, and so index funds have low stock turnover and therefore lower
costs and better management of taxable gains.
     The chief potential downside of indexing is that it pays no at-
tention to fundamentals, emphasizing past returns rather than eval-
uating future prospects. The trade-off hinges on an investor’s ability
74       A Tale of Two Markets


and inclination to conduct business analysis. While using an index
fund gives a reasonable assurance of obtaining the average market
return with very little effort, the investor should still have some rea-
sonable basis for believing that the basket of stocks that constitutes
the index—whether the S&P 500 or something else—is cheap rel-
ative to the value it contains. Making such a decision requires some
sense of the business analysis discussed in this book even if it does
not require precise or detailed application of it.
     Monitoring of fundamentals is plain common sense. Buyers of a
market index need to know what value they are getting, just as buyers
of shares do. Both can fluctuate on the upside and the downside.
There is no assurance that the overall stock market will go up any
more than there is any assurance that attendance at major league
baseball games will go up. Both can and do go down.
     Patience while holding is not as valuable as research before buy-
ing, for many bear markets extend for long periods of time. Whether
a market is heading up or down is impossible to predict, even over
long periods, whereas there is at least some possibility of predicting,
over long periods, which way a particular stock is likely to go.
     Stock mutual funds are managed portfolios consisting of selected
stocks from the broader market. An investment committee regularly
buys and sells stocks for the fund. The fund’s shareholders pay the
costs of these trades, plus other fees, making mutual funds more
expensive than index funds. They are also more expensive from a tax
standpoint. Mutual fund portfolio changes often produce capital
gains, and shareholders pay the taxes.
     The tax consequence of mutual fund ownership shows an ad-
vantage to holding individual stocks. When you make a mistake in
purchasing a stock—it declines in both price and value to the point
where it no longer meets your requirements for holding it—selling
it at least gives you the modest break of a tax deduction for the loss
on the sale.
     For individual stocks, regular and periodic investing in dividend
reinvestment plans (DRIPs) using the concept of dollar-cost aver-
aging is a sensible alternative for many people. All this concept
means is that regular purchases of a particular stock in set dollar
amounts each month (or another interval) lower the average cost of
those shares compared to the average of the prices when the shares
were bought. It insulates an investor from the effects of Mr. Market’s
euphoria by taking advantage of his episodic gloom.
     Suppose you invested $200 per month in Procter & Gamble dur-
                                                Take the Fifth       75

ing three months when its stock price on the purchase dates was
$80, $120, and $100, respectively. The average price during that pe-
riod was $100 (80 � 120 � 100 divided by 3), but your average cost
would have been $97 (you would have acquired 2.5 shares at $80,
1.66 shares at $120, and 2 shares at $100, and so you would have
invested $600 and acquired 6.16 shares). This strategy can beat Mr.
Market by substantial margins when used over long periods of time.
     Staying the course is prudent only if there is a basis for deciding
that price is less than value. Adopting the mind-set developed in this
book is important in making that kind of judgment. Monitoring the
relationship of the DRIP’s price to its value using this mind-set is
prudent. Beware, however, that dollar-cost averaging works to reduce
your average purchase price only if you participate during Mr. Mar-
ket’s gloomy moods. It defeats the goal of defeating Mr. Market to
try to time the market by periodically terminating and later resuming
participation.
     For all investors (those in index or mutual funds, DRIPs, or in-
dividual stocks) the key point is to develop a mind-set that attends
to the price-value distinction. You can achieve this without neces-
sarily doing all the detailed computations or extensive research dis-
cussed in this book, but it is imperative to embrace the mind-set
these tools reflect as a way to understand business analysis and in-
telligent investing. There are no free rides any more than there are
free lunches.

Diversification of Stock Investments
Unlike modern finance theory, investment knitting does not pre-
scribe a particular diversification of a stock portfolio. It may result
in diversification, but not as a requirement. Ending up with a con-
centrated portfolio is sometimes perfectly fine. As Gerald Loeb
noted, most of the really great fortunes were made by concentra-
tion.5 If you think about Johnson & Johnson or Papa John’s Pizza
and find that the prices at which they can be bought are very low
compared to your reasonable valuation, buying only those two stocks
may be all you need or prudently should do.
    You should certainly avoid starting a portfolio on day one with a
dozen diversified stocks. It is almost certain that you will not be able
to find that number of stocks on a single day that are offered at
prices substantially lower than their values. Over long periods of
time, some degree of diversification will probably occur, and it is not
76       A Tale of Two Markets


imprudent to maintain it as long as it does not impair your ability
to concentrate on selecting new candidates or keeping up with what
you already own.
     An excessively diversified portfolio gives you a different version
of the free rider problem. Just as a tax dodger benefits from a strong
national defense without contributing to it, a bad stock enjoys the
price you paid for it without contributing value to your portfolio.
Free riders are less noticeable in larger settings; it is easier to catch
a tax cheat in Canada than in the United States, for example. Like-
wise, the more stocks you have in your portfolio, the less likely it is
that you will catch and punish (sell) those which are free riding on
your wealth and devouring it.
     These principles of limited diversification hold only for well-
chosen common stocks that carry a margin of safety between the
price paid and the reasonable value estimated. For those, Buffett
believes finding between 5 and 10 stocks would be sensible; Graham
says between 10 and 30. Graham and Buffett both emphasize that
investors taking more aggressive stances, as professional money man-
agers do, require the same kind of wide diversification casino houses
adopt: The house needs, in Buffett’s words, “lots of action because
it is favored by probabilities, but will refuse to accept a single, huge
bet.”6


Asset Allocation
Excessive stock diversification (and portfolio rebalancing, as dis-
cussed in the last chapter) should be distinguished from a more
fundamental and important investment principle called asset allo-
cation. This principle recognizes the many types of assets available
to investors, not just common stocks. Alternatives include bonds,
cash, real estate, real estate investment trusts (REITs), and com-
modities. These alternatives often furnish attractive ways to store
and build wealth. Their relative attractiveness is potentially greatest
when stock markets do not appear to offer prices lower than values,
a prudent time to consider investing in these asset classes. Alter-
natives also include any mix of these asset classes invested in tax-
advantaged vehicles such as individual retirement accounts (IRAs)
and 401(k) plans.
    Most investors tend to end up with a diversified mix of these
different asset classes: home ownership, some cash on hand, a re-
tirement vehicle, and a stock and bond mix. Those who do not
should try to do so. Diversity across asset classes is important as a
                                                Take the Fifth      77

way to preserve wealth. If 100% of wealth were allocated to stocks
and the stock market overall dragged for a decade, total wealth would
erode. If a portion of the wealth were stored in bonds and the bond
market performed favorably over that time, much of the wealth
would be preserved.
    One problem with investments made through tax-advantaged
plans is a lack of diversification in the asset classes offered. Many
plan menus are weighted disproportionately toward stock funds.
Many people simply elect an even allocation between the items on the
menu. Many others simply allocate 100% to the stock funds. Either
way, assets are allocated heavily toward stocks. Heavy stock weight-
ing may be prudent for very young people and even for older people,
but only so long as other (non-plan) assets are in different classes.
    Putting all your eggs in the stock market basket is imprudent
asset allocation. Once you have allocated your assets across different
classes, the portion you allocate to stocks need not be diversified. In
short, asset diversification is far more important than stock portfolio
diversification.
    Beyond asset preservation, the ultimate issue in asset alloca-
tion—as in investing in general—is the prior and larger question of
opportunity cost. You want to invest your money in the assets most
likely to produce the greatest return in future periods. The general
principles for evaluating that likelihood are pretty much the same
across asset classes. The form of the asset itself guarantees nothing
about its relative attractiveness, a question that depends on its con-
text. That said, there are plenty of exotic asset classes that most
people are better off staying far clear of, ranging from innocuous-
sounding instruments such as convertible bonds to the more mys-
terious zones of private equity and hedge funds (more on this below).
    The business analysis mind set is just as important in assessing
these alternative asset types as it is in investing in common stocks.
While each asset type warrants attention to the peculiar issues as-
sociated with it (the price of silver depends on supply and demand
for the metal, for example), a mind-set trained in thinking as a busi-
ness analyst about common stocks can easily adapt itself for appli-
cation to these other asset classes (that is why this book concentrates
on common stocks).


Income Allocation
Asset allocation is less important than income allocation, but most
people get this backward too. People focus on how much they make
78      A Tale of Two Markets


but less on how they allocate income between investment and con-
sumption. The result is a national savings rate around zero.
    But if you save more of what you make, it is easier to meet
investing goals since more assets are at work. Those who save rela-
tively smaller portions of their income are more easily tempted by
speculative impulses that make intelligent investing more difficult.
    Everyone with income faces the question of income allocation.
You have to decide how much of your income to allocate to housing
costs, food and clothing, entertainment, transportation, education,
and so on. Some people also have the unfortunate chore of deciding
how to allocate income to pay for past consumption in the form of
cumulated credit card debt, automobile or personal loans, and mort-
gages on real estate.
    It should be a no-brainer that the high-interest-expense items in
this category should be paid down to zero before an allocator even
thinks about investing in common stocks. If you are carrying a bal-
ance on your credit card accounts that requires you to pay something
like 10 to 18% interest annually, you are wasting your money. Pay
those debts down to zero and you will automatically earn the rate
you otherwise would be paying—guaranteed (something that is never
possible with stocks). The same holds true even for less expensive
obligations such as automobile loans (with average interest rates of
around 8 to 12%): Paying them down to zero with your extra cash
guarantees you that return. It can even be true for home mortgage
loans in some cases: Paying down 6 to 8% debt locks in that rate in
a way that no common stock can ever guarantee.

Margin Trading
The growth in the number and size of margin accounts for stocks—
especially among day traders—suggests that many people foolishly
neglect these simple truths. From 1996 to 1999, margin debt rose
nearly fivefold at on-line brokerage firms and doubled among NYSE
member firms. During the decade of the 1990s, margin debt as a
percentage of total consumer debt quadrupled from 4% to 16%. Yet
many people do not understand that margin loans are not like other
consumer loans.7
    Margin traders borrow from their brokers at rates ranging around
9 to 11% in order to buy stocks with the borrowed money. They think
they can leverage those loans by using the proceeds to buy stocks
whose price rises plus dividends yield greater returns. In euphoric
                                               Take the Fifth      79

markets those people may win, getting returns higher than the cost
of the money. In gloomy markets they get crushed.
    When the balance in your portfolio falls so that your margin
loans are equal to about half or more of that amount, you have to
put cash in to pay down that debt (your broker gives you a “margin
call”). If you don’t have the cash, your broker will sell some of your
shares—with or without your cooperation. Add the interest expense
and the trading costs to a reversal of Mr. Market’s euphoria to count
your losses; then multiply that by the number of overextended mar-
gin traders and you have the acute slope of a downhill market before
you.
    The big margin traders might as well be high-rolling in Monaco
on borrowed money. Look no further than the poster boy of margin-
ized day trading to see the stupefying risk of this strategy. The most
vocal proponent of this high-stakes game is Barry Hertz, the impre-
sario of a company called Track Data Corporation. Its marketing
pitch gleefully enthused that investing was easy (“you don’t have to
be a pro to trade like one”), and Hertz advised his customers to day
trade, using borrowed funds.
    Hertz at least took his own (bad) advice to double speculate. So
on Q day (April 14, 2000, when markets plunged), his own brokers
called him to say they needed over $45 million to shore up his mar-
gin account. To do so, Hertz had to pledge over 50% of his shares
of Track Data.8 Heed the advice of those like Hertz if you like what
happened to him.

Financial Gambling
You would also do well to remember the tragedy of 28-year-old Nick
Leeson, the so-called rogue trader working for the Singapore branch
of Barings. He funded his trading with millions of dollars of bor-
rowed money, and when the market turned against him, he brought
down Barings, the oldest bank in England and the one that financed
the Napoleonic wars and the Louisiana Purchase!
    Leeson ostensibly was doing arbitrage trading, focusing on dif-
ferences in prices of Nikkei 225 futures contracts listed on the
Osaka Securities Exchange (OSE) in Japan and the Singapore Mon-
etary Exchange (SIMEX). He bought futures on one market and
simultaneously sold them on the other. This was a low-risk strategy,
since the two positions offset.
    Its success led Leeson to another move, a straddle where he
80       A Tale of Two Markets


simultaneously sold put options and call options on Nikkei 225 fu-
tures. This was a medium-risk strategy, very effective in stable mar-
kets but dangerous in volatile ones.
     An earthquake that rocked Kobe, Japan, in January 1995 plunged
the Nikkei and terrorized Leeson. As the market roiled, Leeson acted
like a heroin addict and adopted the high-risk strategy of buying
more Nikkei futures in the vain hope of propping up the fallen mar-
ket.
     When the dust settled, Barings’s exposure on the futures con-
tracts ran to a staggering $1 billion, far in excess of Barings’s total
capital. The bank fell to its knees. Investigators discovered that Lee-
son’s positions had been covered by Baring’s margin accounts while
he was trading, but after the crash—and after Leeson fled Singapore
for Germany—they were not.
     During his trading, Leeson told Barings’s main branch in London
the plausible story that he was hedging his long futures positions
with private contracts and was also making hedged trades on behalf
of a client of the bank. In fact, the client did not exist but was a
fictitious name given to an account that Leeson invented earlier for
his own use.
     Leeson allegedly funded that account with proceeds from other
trades and used those funds to maintain the margin account balance.
He apparently used the fictitious client account to convince Barings
in London to provide additional firm capital, which Lesson in turn
used to shore up the margin account. In the end, none of that was
enough.9
     The Leeson lesson is admittedly an extreme psychological case
tripped up in a mix of exotic securities, excess margins, and fraud.
But the drama is a memorable warning that margins and exotica can
get you in over your head and that mixing them can get it handed
to you on a platter.

Options
A final warning on exotica takes us back to Ben Graham’s opinion
on options. Even before stock option awards to managers became
commonplace, Graham disparaged the instruments on more general
grounds.
   Options originally were attached to bonds and by the 1920s had
expanded as part of other financial innovations Graham regarded as
abusive. When they reappeared more widely in the 1960s, Graham
                                                Take the Fifth      81

regarded “stock option warrants” as they were then called, as “a near
fraud, an existing menace, and a potential disaster.” He believed they
created value out of thin air, had no excuse for existing except to
mislead people, and should be prohibited by law or at least capped
at a minor part of a company’s total capital.
    The major negative effects of options are dilution of existing
shareholders’ ownership interest in the company—including existing
earnings per share, sharing in future growth, enjoying dividend pay-
ments, voting for managers, and other major corporate changes such
as mergers and (a bit ironically) new option plans. Graham could
see no purpose in options generally other than to “fabricate imagi-
nary market values.” In short, Graham condemned stock options as
criminal, a monstrous and “wanton creation of huge paper-money.”10
    Buffett echoes the point less vociferously by saying that “the
business project in which you would wish to have an option fre-
quently is a project in which you would reject ownership. (I’ll be
happy to accept a lottery ticket as a gift—but I’ll never buy one.)”11
The lesson for investors is clear. Stay away from options and stay as
far away as possible from companies in which options constitute a
significant portion of total capital.


ALCHEMY

Stock market bubbles occur when aggregate capital invested in eq-
uity securities exceeds the amount of profitable deployment oppor-
tunities so that prices exceed values by terrific multiples. They result
from the hope that the stocks people pick will turn out to be the
ones that enjoy the profits. But if, say, $100 billion is allocated to
ventures that can only give returns from profitable investments on
$10 billion, then $90 billion in disappointment is going to come—
90% of the dollars will be left standing without chairs to sit in when
the music stops.
    The main difference between the musical chairs of market spec-
ulation and the activity at the typical racetrack is that horse races
take only about two minutes to separate the gambler from her
money. What horse betting and the stock market do have in com-
mon, however, is that those who study the horses or businesses and
who bet seldom are more likely to be winners than are those who
bet on every race or stock.12 In the early stages of a boom that may
bubble, if you can find the cinch stock at a low price and load up
82       A Tale of Two Markets


on that stock, it is reasonably likely that you will win; if you bet on
everything that comes down the track, it is most certain that you
will lose.
     Those who bet on everything coming down the track add hot air
to the bubble. It is a large-scale version of the mania that leads to
around-the-block lottery lines during hefty jackpots. What creates
most bubbles is the whiff of great riches from something new that
excites people and leads them to irrational behavior or at least herd-
like behavior.
     The wildfire of excitement is spread by unchecked rumors of
champagne and caviar dreams come true—stories of riches, rein-
forced by greed. The frenzy spirals, but ultimately breaks. In reality,
only one person wins the lottery jackpot and the multitudes experi-
ence the most expensive case of “monkey see, monkey do.”
                 `
     Edwin LeFevre put it nicely: “The appeal in all booms is always
frankly to the gambling instinct aroused by cupidity and spurred by
pervasive prosperity. People who look for easy money invariably pay
for the privilege of proving conclusively that it cannot be found on
this sordid earth.”13
     Real investors are not the same people who wait in long lottery
ticket lines. They realize that “get rich quick” usually means “get
poor quicker.”
                   ´ `
     For a bit of deja vu, consider Graham’s observation from the late
1960s: “The speculative public is incorrigible. In financial terms it
cannot count beyond 3. It will buy anything, at any price, if there
seems to be some ‘action’ in progress. It will fall for any company
identified with ‘franchising,’ computers, electronics, science, tech-
nology, or what have you, when the particular fashion is raging.”14
                           ´ `
     In Yogi Berra “it’s deja vu all over again” style, note this similar
vintage Graham lament: “Bright, energetic people—usually quite
young—have promised to perform miracles with ‘other people’s
money’ since time immemorial. They have usually been able to do
it for a while—or at least to appear to have done it—and they have
inevitably brought losses to their public in the end. . . . [I]t is prob-
ably too much to expect that the urge to speculate will ever disap-
pear, or that the exploitation of that urge can ever be abolished.”15
     The urge to speculate endures, with vast numbers of people
seeming to accept the declaration of hyperventilating venture capi-
talists and day traders that the new economy of the late 1990s and
early 2000s means that the old rules of the game no longer apply.
An extraordinary statement of these times was uttered by the chief
                                                Take the Fifth      83

economist of a prominent investment research firm who announced
to The New York Times that “we no longer think we know how to
value companies” (to be kind, that confused confessor shall go un-
named in this book).
    Valuation has always been difficult, but how much harder now
can it be than it was before? Cash is the ultimate economic pay-
off. If you can’t get to the point of figuring out how long it takes
to get cash and what risks may reduce the amount or value of it,
then it is not that you don’t know how to value companies any-
more but that the things you are trying to value are not worth try-
ing to value.
    Proponents of financial alchemy shrink from the mind-set of
business analysis discussed in this book, presumably deeming its
tools conventional, maybe even boring, dull, and old-fashioned.
When people want to be rich now, they relegate the idea of a nest
egg grown with patient discipline to the dustbin of the older gen-
eration’s history, alien territory to freshly minted paper millionaires
and their envious contemporaries.
    Unfortunately, this attitude leads to day gambling on stocks us-
ing credit card debt and a “buy now, pay later” myopia that neglects
the inevitable day of reckoning. It also leads to the popularity of
techniques that enable false positive answers to key questions about
a business when traditional tools give negative answers.
    In the biotechnology industry in the early to mid-1990s, for ex-
ample, fewer than 10% of companies generated earnings and few
even generated positive cash flows from their operating businesses.
But those companies needed new investment. Since the traditional
measures of business analysis could not tell a convincing story, they
turned to unorthodox measures. The most striking was a measure of
so-called performance known as “cash-burn.” This was the rate at
which a business was “able” to spend cash on new research projects.
The more burn, the better the management and the more desirable
the investment. Crazy?
    It is not much crazier than the similar move made in the Internet
and high-technology industries of the late 1990s and early 2000s.
These financial entrepreneurs jettisoned the traditional metrics of
performance and value based on earnings and cash in favor of new
ways to look at these questions. Take market share, for example.
    Entrepreneurs say, “Look, we have 60% of the market in selling
flowers (or whatnot) over the Internet, and you should give us credit
for that.” Or, more optimistically yet, “We have 10 million ‘hits’ on
84       A Tale of Two Markets


our Internet site every month. Even though we don’t make money,
that’s 20 million (or so) eyeballs, so we must be good, we must have
value, and you should invest with us.”
     People do in droves, following a monkey see, monkey do men-
tality. For most—though not all—of those businesses, the flood of
funds is unjustifiable in a business analysis mind-set. (The next
growth industry is likely to be Internet bankruptcy law firms.)
     Every frenzy is accompanied by rational-sounding new rules that
attempt to explain the irrationality. In the last century alone, a “New
Era” bull market culminated in the 1929 crash (fueled by the spread
of wonderful new technologies such as cars, electricity, vacuum
cleaners, washing machines, radio, and talking movies), a “Second
New Era” flamed out in 1962’s “New Panic,” and a “New Perfor-
mance Phenomenon” preceded the implosion of markets and mutual
funds in the late 1960s. The stock market bubble in Japan in the
1980s was fueled by the widespread belief that Japan had created a
“new” economic model that defied the historical principles of eco-
nomics. Market share was king, and companies were rewarded if
they had it and rewarded more if they got it at the price of having
no or low profits, much as in 1990s–2000s U.S. markets.16
     This is not to say that market share is irrelevant. Market share
is a standard and useful indicator of the relative performance of
Coke compared to Pepsi, for example, and something both these
companies pursue aggressively in their competition in the beverage
marketplace. And it is significant that Cisco has 80% of the router
market and 30 to 40% in network switches and that DuPont domi-
nates global markets in nylon and Lycra. That kind of market scale
enables a company to lower the cost of sales and general and ad-
ministrative expenses, which translates into higher profits.
     But Coke, Pepsi, Cisco, and DuPont make money in their mar-
kets. A larger share of a profitable market is certainly desirable and
a good indicator of strong business performance. The same can hard-
ly be said for a larger share of an unprofitable one. On the contrary,
the greater your share is, the more money you lose.
     Aggressive accumulation of market share can be perfectly dis-
astrous for a business. Look at what happened to the airline industry
after deregulation. Intense competition for market share drove nearly
all the profits out of that business. The same thing occurs in the
submarkets where Coke and Pepsi compete, driving profits at bot-
tlers for those brands close to zero in some places.
     Nor is this to deny that technological changes from the 1980s to
                                                Take the Fifth       85

the 2000s produced significant shifts in the economy. Rising oil
prices, for example, historically throttled the economy, sponsoring
the recessions of 1973, 1980, and, to a lesser degree, 1990. Yet when
oil prices more than doubled during the late 1990s and early 2000s,
inflation remained quite low and no threat of recession loomed. Part
of the reason was a shift to natural gas and greater use by major oil
consumers (such as airlines) of hedging contracts that reduced their
exposure to such price increases.
     But a major part of the reason is econographic shifts from oil-
consuming manufacturing operations to oil-independent service
businesses, including those run on the Internet. Manufacturing op-
erations as a percentage of the economy shrank from 22% in 1977
to 17% twenty years later. The share of gross domestic product (GDP)
allocated to oil purchases fell from 8.5% in 1981 to about 3% in the
late 1990s. The Internet is surely part of this shift, as it enables the
conduct of sales and distribution businesses at far lower cost than
traditional means.17
     Even so, oil prices above some level will still trigger such mac-
roeconomic problems. Indeed, the plunge in the Dow by nearly 4%
in March 2000 was led by a 30% drop in the stock price of Procter
& Gamble. That company issued a warning that its quarterly earn-
ings were going to be way lower than those in the same quarter of
the prior year and much lower than analysts expected. The company
cited as one cause of that disappointment the rising cost of oil,
which it uses in many of its products.
     Another part of the shift is surely the increasing value attached
to intellectual as opposed to physical capital. Businesses producing
and selling software or on-line services can grow more quickly and
at lower cost than can those producing and selling automobiles or
oil. Far less investment in factories, plants, and equipment is re-
quired.
     There is no reason to believe, however, that those companies as
a whole can grow any faster than the economy overall is growing. In
the end, the old-fashioned companies (the so-called old economy
companies) are the major customers (and beneficiaries) of the tech
upstarts (the so-called new economy companies), so how much fas-
ter can the latter group grow than the former? Some companies
might, but not forever or just because they have in the past (indeed,
the bigger you get, the harder it is to grow). Even if outsized growth
is possible, it cannot be guaranteed.
     Even with these shifts, the new economy does not change the
86       A Tale of Two Markets


basic facts of business life that call for investing based on an un-
derstanding of a company’s business climate; some key ratios must
be in the tool box of all smart investors. Even if some of the new
economy business metrics are used, they should be analyzed criti-
cally. Ignoring losses is foolish, but ignoring signs of endurance is
downright stupid.
    If you accept growing market share as an indication of future
value, for example, you also have to recognize that slowdowns in
customer growth are a sign of reduced future value. You must agree
that when revenues per new customer fall while costs per new cus-
tomer climb, you go from uncertain to bad. These facts are char-
acteristic of many Internet companies whose stock prices actually
rise on this kind of news. These companies include some of the best
names in the “space,” giving reason to think that the new economy
may just be a wolf in sheep’s clothing. After all, something that
seems too good to be true usually is.
    People talk of the new millennium and the unmatched pace of
technological change, but this impression is mistaken. If you comb
through the annals of economic and investment writing over the
centuries, you will discover repeated periodic references to the rapid
pace of technological change and declarations that nothing like it
has ever been seen (historians dubbed the late 1890s and early 1900s
the Age of Optimism, imbued with technological excitement that
makes centennial turns seem the natural apotheoses of exuberance).
Just pause to consider the printing press, the agricultural and in-
dustrial revolutions, the assembly line, television and radio, and now
computers and the Internet.
    Even the sober Ben Graham felt constrained to report on the
sense of his time, writing in the relatively recent period of the early
1970s that: “the rapid and pervasive growth of technology in recent
years is not without major effect on the attitude and the labors of
the security analyst. More so than in the past, the progress or ret-
rogression of the typical company in the coming decade may depend
on its relation to new products and new processes.”18 To repeat what
                                    ¸                ¸      ˆ
Graham was fond of saying, plus ca change, plus ca la meme chose.


THE LONG RUN

The attitude that drives any mania is as shortsighted as it is short-
lived. Investors need to look long down the road of years rather than
                                                Take the Fifth       87

the path of days when thinking about business and returns. How far
will vary with the person’s age and needs, but a minimum time frame
for anyone serious about investing is four years—and way longer for
most of us.
     It is customary to call people with a long-term view “long-term
investors” and to say that such investors adopt a “buy-and-hold”
strategy. Apart from using redundant vocabulary (an investor, by def-
inition, is always dealing in the long term), these characterizations
are imprecise.
     One reason to look at the long term is to realize that while early
investing is better, no one needs to make an investment every day
or even every year. As Warren Buffett says, using a baseball analogy,
there is no such thing as a called strike in investing—no penalty for
sitting back and waiting for your pitch to come in. If a characteri-
zation of this style of view is necessary, it is more apt to call it the
“wait-and-see” approach than the “buy-and-hold” approach.
     Either of these approaches, however, is superior to the promis-
cuous practices of speculative traders. It is true, to an extent, that
today’s rookie companies are tomorrow’s classics, but it is false, to
a fault, that day traders and their ilk act on this insight. The average
holding period for the top 50 Nasdaq stocks in late 1999 was less
than 30 days, and for Nasdaq stocks as a whole it was about 150
days (compared to about 730 days in the late 1980s).19 That kind of
turnover means the speculators are neither picking stocks carefully
(a wait-and-see approach) nor buying them for the long term (a buy-
and-hold approach).
     Keynes famously quipped that in the long run we are all dead.
But he wasn’t talking about stock picking. Keynes made that com-
ment in the context of persuading policy makers to focus on short-
term needs that could be met, he believed, only by governmental
rather than market actions. Indeed, the phrase makes no sense in
the stock-picking context, since it is always better to be rich later
than to be poor sooner and most of us will leave family survivors.
     Ben Graham expressly referred to stocks when he said that in
the short run the market is a voting machine, while in the long run
it is a weighing machine. This means that the market is risky in the
short run for its wild pricing gyrations but gets relatively stable and
safer over the long run. But what does it mean to say that the market
will eventually price an asset correctly? Doesn’t it mean that the
market is sometimes correct—that it must, as Alice said in Wonder-
land, “sometimes come to jam today”? Not exactly.
88      A Tale of Two Markets


     Milton Friedman’s rejoinder to Keynes was that the long run is
just a series of short runs linked in succession. Thus the long run
is simultaneously with us (it was the long run four years ago) and
ahead of us (four years from now). Market price today reflects the
value of a business as long ago as four years, and the price today is
a guess about business productivity and returns some four years from
now. If your guess is better than the market’s, then while four years
from now the market may be getting today’s value of that business
right, you will be that much ahead.
     That is the sense in which the market may get it right in the
long term: Four years from now the market will get correct what
Starbucks is doing today; if you are able to assess that performance
better than today’s market crowd is doing, you will reap outsized
returns. The hard question, of course, is how to make that deter-
mination with high success rates.
     Warren Buffett takes Keynes seriously, adopting the “till death
do us part” standard. He invests only in businesses he would be
happy to hold forever. It is a commitment not unlike the one you
make to your spouse. The consequence is the same: be patient and
picky in your search.
                                            P a r t II


     SHOW ME
     THE MONEY




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                                             C h a p t e r 6

     APPLE TREES AND
     EXPERIENCE



     I  f market price is the last thing an investor or manager should look
        at in determining the value of a business or an ownership interest
     in it, the first thing to consider is its fundamental economic char-
     acteristics. There are so many approaches to appraising those fun-
     damentals that many people use the relatively lazy metric of market
     price as a guideline in valuation, but that is a mistake. Of all the
     approaches to appraising business value, just a few do virtually all
     the hard work, and those are the ones you need. A parable will
     illustrate the basics, and the rest of this part will fill in the details.1


     FOOLS AND WISDOM

     Once there was a wise old man who owned an apple tree. It was a
     fine tree, and with little care it produced a crop of apples each year
     which he sold for $100. The man wanted to retire to a new climate,
     and he decided to sell the tree. He enjoyed teaching a good lesson,
     and he placed an advertisement in the business opportunities section
     of The Wall Street Journal in which he said he wanted to sell the
     tree for “the best offer.”


     Some Red Herrings
     The first person to respond to the ad offered to pay $50, which, he
     said, was what he could get for selling the apple tree for firewood
     after he cut it down. “You don’t know what you are talking about,”
     the old man chastised. “You are offering to pay only the salvage value
     of this tree. That might be a good price for a pine tree or even this
     tree if it had stopped bearing fruit or if the price of apple wood had
     gotten so high that the tree was more valuable as a source of wood

                                                                             91

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
92       Show Me the Money


than as a source of fruit. But you are obviously not competent to
understand these things, so you can’t see that my tree is worth far
more than 50 bucks.”
     The next person who visited the old man offered to pay $100 for
the tree. “For that,” she opined, “is what I would be able to get for
selling this year’s crop of fruit, which is about to mature.” “You are
not as out of your depth as the first one,” responded the old man.
“At least you see that this tree has more value as a producer of apples
than it would as a source of firewood. But $100 is not the right price.
You are not considering the value of next year’s crop of apples or
that of the years after. Please take your $100 and go elsewhere.”
     The third person to come along was a young man who had just
dropped out of business school. “I am going to sell apples on the
Internet,” he said. “I figure that the tree should live for at least
another 15 years. If I sell the apples for $100 a year, that will total
$1,500. I offer you $1,500 for your tree.” “Oh, no, dot-commer,” la-
mented the man, “you’re even more ill informed about reality than
the others I’ve spoken with.”
     “Surely the $100 you would earn by selling the apples from the
tree 15 years from now cannot be worth $100 to you today. In fact,
if you placed $41.73 today in a bank account paying 6% interest,
compounded annually, that small sum would grow to $100 at the end
of 15 years. So the present value of $100 worth of apples 15 years
from now, assuming an interest rate of 6%, is only $41.73 not $100.
Pray,” advised the beneficent old man, “take your $1,500 and invest
it safely in high-grade corporate bonds and go back to business
school and learn something about finance.”
     Before long there came a wealthy physician who said, “I don’t
know much about apple trees, but I know what I like. I’ll pay the
market price for it. The last fellow was willing to pay you $1,500 for
the tree, and so it must be worth that.”
     “Doctor,” advised the old man, “you should get yourself a knowl-
edgeable investment adviser. If there were truly a market in which
apple trees were traded with some regularity, the prices at which
they were sold might tell you something about their value. But not
only is there no such market, even if there were, taking its price as
the value is just mimicking the stupidity of that last knucklehead or
the others before him. Please take your money and buy a vacation
home.”
     The next would-be buyer was an accounting student. When the
old man asked, “What price are you willing to give me?” the student
                                    Apple Trees and Experience      93

first demanded to see the old man’s books. The old man had kept
careful records and gladly brought them out.
    After examining them, the accounting student said, “Your books
show that you paid $75 for this tree ten years ago. Furthermore, you
have made no deductions for depreciation. I do not know if that
conforms with generally accepted accounting principles, but assum-
ing that it does, the book value of your tree is $75. I will pay that.”
    “Ah, you students know so much and yet so little,” chided the
old man. “It is true that the book value of my tree is $75, but any
fool can see that it is worth far more than that. You had best go back
to school and see if you can find a book that shows you how to use
your numbers to better effect.”

A Dialogue on Earnings
The final prospect to visit the old man was a young stockbroker who
had recently graduated from business school. Eager to test her new
skills, she too asked to examine the books. After several hours she
came back to the old man and said she was prepared to make an
offer that valued the tree on the basis of the capitalization of its
earnings. For the first time the old man’s interest was piqued, and
he asked her to go on.
     The young woman explained that while the apples were sold for
$100 last year, that figure did not represent the profits realized from
the tree. There were expenses attendant to the tree, such as the cost
of fertilizer, pruning, tools, picking apples, and carting them to town
and selling them.
     Somebody had to do those things, and a portion of the salaries
paid to those persons ought to be charged against the revenues from
the tree. Moreover, the purchase price, or cost, of the tree was an
expense. A portion of the cost is taken into account each year of the
tree’s useful life. Finally, there were taxes. She concluded that the
profit from the tree was $50 last year.
     “Wow!” The old man blushed. “I thought I made $100 off that
tree.”
     “That’s because you failed to match expenses with revenues, in
accordance with generally accepted accounting principles,” she ex-
plained. “You don’t actually have to write a check to be charged with
what accountants consider to be your expenses. For example, you
bought a station wagon some time ago and used it part of the time
to cart apples to market. The wagon will last a while, and each year
94       Show Me the Money


some of the original cost has to be matched against revenues. A
portion of the amount has to be spread out over the next several
years even though you expended it all at one time. Accountants call
that depreciation. I’ll bet you never figured that in your calculation
of profits.”
    “I’ll bet you’re right,” he replied. “Tell me more.”
    “I also went back into the books for a few years and saw that in
some years the tree produced fewer apples than it did in other years,
the prices varied, and the costs were not exactly the same each year.
Taking an average of only the last three years, I came up with a
figure of $45 as a fair sample of the tree’s earnings. But that is only
half of what we have to do to figure the value.”
    “What’s the other half?” he asked.
    “The tricky part,” she told him. “We now have to figure the value
to me of owning a tree that will produce average annual earnings of
$45 a year. If I believed that the tree was a ‘one-year wonder,’ I would
say 100% of its value—as a going business—was represented by one
year’s earnings.”
    “But if we agree that the tree is more like a corporation in that
it will continue to produce earnings year after year, the key is to
figure out an appropriate rate of return. In other words, I will be
investing my capital in the tree, and I need to compute the value to
me of an investment that will produce $45 a year in income. We can
call that amount the capitalized value of the tree.”
    “Do you have something in mind?” he asked.
    “I’m getting there. If this tree produced entirely steady and pre-
dictable earnings each year, it would be like a U.S. Treasury bond.
But its earnings are not guaranteed, so we have to take into account
risks and uncertainty. If the risk of its ruin was high, I would insist
that a single year’s earnings represent a higher percentage of the
value of the tree. After all, apples could become a glut on the market
one day and you would have to cut the price, thus increasing the
costs of selling them.”
    “Or,” she continued, “some doctor could discover a link between
eating an apple a day and heart disease. A drought could cut the
yield of the tree. Or the tree could become diseased and die. These
are all risks. And we don’t even know whether the costs we are sure
to incur will be worth incurring.”
    “You are a gloomy one,” reflected the old man. “There could also
be a shortage of apples on the market, and the price of apples could
rise. If you think about it, it is even possible that I have been selling
                                    Apple Trees and Experience      95

the apples at prices below what people would be willing to pay and
that you could raise the price without reducing your sales. Also,
there are treatments, you know, that could be applied to increase
the yield of the tree. This tree could help spawn a whole orchard.
Any of these would increase earnings.”
     “The earnings also could be increased by lowering costs of the
sort you mentioned,” the old man continued. “Costs can be reduced
by speeding the time from fruition to sale, managing extensions of
credit better, and minimizing losses from bad apples. Cutting costs
boosts the relationship between overall sales and net earnings or, as
the financial types say, the tree’s profit margin. And that in turn
would boost the return on your investment.”
     “I am aware of all that,” she assured him. “The fact is, we are
talking about risk. And investment analysis is a cold business. We
don’t know with certainty what’s going to happen. You want your
money now, and I’m supposed to live with the risk.
     “That’s fine with me, but then I have to look through a cloudy
crystal ball, and not with 20/20 hindsight. And my resources are
limited. I have to choose between your tree and the strawberry patch
down the road. I cannot buy both, and the purchase of your tree
will deprive me of alternative investments. That means I have to
compare the opportunities and the risks.
     “To determine a proper rate of return,” she continued, “I looked
at investment opportunities comparable to the apple tree, particu-
larly in the agribusiness industry, where these factors have been
taken into account. I then adjusted my findings based on how the
things we discussed worked out with your tree. Based on those judg-
ments, I figure that 20% is an appropriate rate of return for the tree.
     “In other words,” she concluded, “assuming that the average
earnings from the tree over the last three years (which seems to be
a representative period) are indicative of the return I will receive, I
am prepared to pay a price for the tree that will give me a 20% return
on my investment. I am not willing to accept any lower rate of return
because I don’t have to; I can always buy the strawberry patch in-
stead. Now, to figure the price, we simply divide $45 of earnings per
year by the 20% return I am insisting on.”
     “Long division was never my strong suit. Is there a simpler way
of doing the figuring?” he asked hopefully.
     “There is,” she assured him. “We can use an approach we Wall
Street types prefer, called the price-earnings (or P/E) ratio. To com-
pute the ratio, just divide 100 by the rate of return we are seeking.
96       Show Me the Money


If I were willing to settle for an 8% return, that would be 100 divided
by 8, which equals 12.5. So we’d use a P/E ratio of 12.5 to 1. But
since I want to earn 20% on my investment, I divided 100 by 20 and
came up with a P/E ratio of 5:1. In other words, I am willing to pay
five times the tree’s estimated annual earnings. Multiplying $45 by
5, I get a value of $225. That’s my offer.”
     The old man sat back and said he greatly appreciated the lesson.
He would have to think about her offer, and he asked if she could
come by the next day.

A Dialogue on Cash
When the young woman returned, she found the old man emerging
from behind a sea of work sheets, small print columns of numbers,
and a calculator. “Delighted to see you,” he said, enthralled. “I think
we can do business.
     “It’s easy to see how you Wall Street smarties make so much
money, buying people’s property for less than its true value. I think
I can get you to agree that my tree is worth more than you figured.”
     “I’m open-minded,” she assured him.
     “The $45 number you came up with yesterday was something
you called profits, or earnings that I earned in the past. I’m not so
sure it tells you anything that important.”
     “Of course it does,” she protested. “Profits measure efficiency
and economic utility.”
     “Fair enough,” he mused, “but it sure doesn’t tell you how much
money you’re getting. I looked in my safe yesterday after you left
and saw some stock certificates I own that never paid a dividend to
me. And I kept getting reports each year telling me how great the
earnings were. Now I know that the earnings increased the value of
my stocks, but without any dividends I couldn’t spend them. It’s just
the opposite with the tree.
     “You figured the earnings were lower because of some amounts
I’ll never have to spend, like depreciation on my station wagon,” the
old man went on. “It seems to me these earnings are an idea worked
up by the accountants.”
     Intrigued, she asked, “What is important, then?”
     “Cash,” he answered. “I’m talking about dollars you can spend,
save, or give to your children. This tree will go on for years yielding
revenues after costs. And it is the future, not the past, we need to
reckon with.”
                                   Apple Trees and Experience      97

    “Don’t forget the risks,” she reminded him. “And the uncertain-
ties.”
    “Quite right,” he observed. “If we can agree on the possible range
of future revenues and costs and that earnings averaged around $45
the last few years, we can make some fair estimates of cash flow
over the coming five years: How about that there is a 25% chance
that cash flow will be $40, a 50% chance it will be $50, and a 25%
chance it will be $60?
    “That makes $50 our best guess if you average it out,” the old
man figured. “Then let’s just say that for ten years after that the
average will be $40. And that’s it. The tree doctor tells me it can’t
produce any longer than that.
    “Now all we have to do,” he finished up, “is figure out what you
pay today to get $50 a year from now, two years from now, and so
on for the first five years until we figure what you would pay to get
$40 a year for each of the ten years after that. Then, throw in the
20 bucks we can get for firewood.
    “Simple,” she confessed. “You want to discount to the present
value of future receipts including salvage value. Of course you need
to determine the rate at which you discount.”
    “Precisely,” he concurred. “That’s what my charts and the cal-
culator are for.” She nodded as he showed her discount tables that
revealed what a dollar received at a later time is worth today under
different assumptions about the discount rate. It showed, for ex-
ample, that at an 8% discount rate, a dollar delivered a year from
now is worth $.93 today, simply because $.93 today, invested at 8%,
will produce $1 a year from now.
    “You could put your money in a savings account that is insured
and receive 5% interest. But you could also buy U.S. Treasury ob-
ligations with it and earn, say, 8% interest, depending on prevailing
interest rates. That looks like the risk-free rate of interest to me.
Anywhere else you put your money deprives you of the opportunity
to earn 8% risk-free. Discounting by 8% will only compensate you
for the time value of the money you invest in the tree rather than
in Treasuries. But the cash flow from the apple tree is not riskless,
sad to say, so we need to use a higher discount rate to compensate
you for the risk in your investment.
    “Let’s agree to discount the receipt of $50 a year from now by
15%, and so on with the other deferred receipts. That is about the
rate that is applied to investments with this magnitude of risk. You
can check that out with my neighbor, who just sold his strawberry
98       Show Me the Money


patch yesterday. According to my figures, the present value of the
expected yearly profit is $268.05, and today’s value of the firewood
is $2.44, for a grand total of $270.49. I’ll take $270 even. You can
see how much I’m allowing for risk because if I discounted the
stream at 8%, it would come to $388.60.”
    After a few minutes of reflection, the young woman said to the
old man, “It was a bit foxy of you yesterday to let me appear to be
teaching you something. Where did you learn so much about finance
as an apple grower?”
    The old man smiled. “Wisdom comes from experience in many
fields.”
    “I enjoyed this little exercise, but let me tell you something that
some financial whiz kids told me,” she replied. “Whether we figure
value on the basis of the discounted cash flow method you like or
the capitalization of earnings I proposed, so long as we apply both
methods perfectly, we should come out at exactly the same point.”
    “Of course!” the old man exclaimed. “The wunderkinds are
catching on. The clever ones are not simply looking at old earnings
but copying managers by projecting cash flows into the future. The
question is which method is more likely to be misused.
    “I prefer my method of using cash rather than earnings because
I don’t have to monkey around with costs like depreciation of my
station wagon and other long-term assets. You have to make these
arbitrary assumptions about the useful life of the thing and how fast
you’re going to depreciate it. That’s where I think you went wrong
in your figuring.”
    “Nice try, you crafty old devil,” she rejoined. “You know there is
plenty of room for mistakes in your calculations too. It’s easy to
discount cash flows when they are nice and steady, but that doesn’t
help you when you’ve got some lumpy expenses that do not recur.
For example, several years from now that tree will need serious prun-
ing and spraying that don’t show up in your flow. The labor and
chemicals for that once-only occasion throw off the evenness of your
calculations.”
    “But I’ll tell you what,” she bellied up. “I’ll offer you $250. My
cold analysis tells me I’m overpaying, but I really like that tree. I
think the delight of sitting in its glorious shade must be worth some-
thing.”
    “It’s a deal,” agreed the old man. “I never said I was looking for
the highest offer but only the best offer.”
                                   Apple Trees and Experience      99


Lessons
The parable of the old man and the tree introduced a number of
alternative methods of valuing productive property, whether a single
asset or an entire business enterprise. The original $50 bid was based
on the tree’s salvage value, also sometimes called its scrap value.
This valuation method will virtually always be inappropriate for val-
uing a productive asset, business, or share of stock (though many
bust-up takeover artists of the 1980s popularized the opposite claim).
    The $100 bid was based only on one year’s earnings and ignores
the earning power over future time. The Internet apple maven’s
$1,500 overvaluation ignored the concept of the time value of money
by simply adding together the raw dollar amounts of expected earn-
ings over future years. Neither of these approaches even qualifies as
an appropriate valuation method.
    The doctor’s bid drew on a market-based valuation technique
that considers what other willing buyers had offered. But that tech-
nique will be helpful only if the property under consideration or
similar properties are regularly traded in reasonably well developed
markets. Even then, it is circular because it uses the question
(What’s it worth, according to others?) to get the answer (What it’s
worth, according to others).
    The deal was ultimately sealed when the buyer and the old man
agreed that the two methods they used—capitalizing earnings and
discounting cash flows—made the most sense (noting that these two
techniques, if perfectly applied, give the same answer). The buyer
preferred to use earnings because accounting rules regarding earn-
ings are intended to reflect economic reality pretty well. The old man
had less confidence in those rules principally because they call for
deducting from revenues accounting depreciation, which he was not
sure accurately reflected economic reality.
    Although reasonable people can differ, both methods show that
valuation is not a fool’s game. The buyer and the old man both wisely
and rightly acknowledged the importance of keen judgment in busi-
ness analysis. As the type of investment you consider becomes more
uncertain, your judgment must become proportionately more razor-
sharp.
    Picking an index fund or even a mutual fund requires the least
amount of knowledge or judgment; picking a classic stock a bit more,
a vintage stock much more, and a rookie stock the greatest. In terms
of apples, the apple tree the old man just sold is much like a classic
100        Show Me the Money


business, a GE, say, or DuPont or United Technologies. It is mature
and productive and has an extensive track record.
    At the other extreme might be a dot-com start-up business whose
only record is on paper—a business plan that is the apple tree equiv-
alent of a bag of seeds. Even if the ingredients are there, the exe-
cution is entirely in front of you. You may still have a basis for gaug-
ing the probable future—the quality of the seeds, soil, fertilizer, and
farmer—but you are leaving more to judgment than in the case of
the mature tree.
    A few additional morals of the parable: Methods are useful as
tools, but good judgment comes not from methods alone but from
experience. And experience comes from bad judgment. Listen
closely to the experts and hear the things they don’t tell you. Be-
hind all the sweet sounds of their confident notes there is a great
deal of discordant uncertainty. One wrong assumption can carry
you pretty far from the truth. Finally, you are never too young to
learn.


HORSE SENSE

The old man and his ultimate buyer shared a business analysis mind-
set. That mind-set focuses on individual businesses but must be
formed against the backdrop of a few general conditions—what
economists call macroeconomic conditions: interest rates, taxes, in-
flation, and the time value of money (or compounding).


Compounding
A powerful and intuitive introduction to the time value of money is
given by this characteristically witty vignette by a 32-year-old Warren
Buffett:
      I have it from unreliable sources that the cost of the voyage
      Isabella originally underwrote for Columbus was approximately
      $30,000. This has been considered at least a moderately suc-
      cessful utilization of venture capital. Without attempting to eval-
      uate the psychic income derived from finding a new hemisphere,
      it must be pointed out that . . . the whole deal was not exactly
      another IBM. Figured very roughly, the $30,000 invested at 4%
      compounded annually would have amounted to something like
      $2,000,000,000,000. . . .
                                   Apple Trees and Experience       101

     That is $2 trillion—based on a quite modest 4% rate of return.
Not only nothing to sneeze at but something to be joyous over. Buf-
fett called this vignette “The Joys of Compounding.”
     It explains the apocryphal story of Buffett riding up a crowded
office building elevator. All heads were staring up at the floor num-
bers lighting across the top, while Buffett was scouring the elevator
floor. As he walked out, Buffett stooped down and picked up a penny
lying on the floor. The doors closed behind him, smirks crossed some
passengers’ faces, and one rider remarked, “That is the start of the
next billion.”
     If you think a penny today does not amount to a hill of beans,
consider how much it will grow to over time! That is the joy of future
values of money—they get higher the more compounding there is.
You get compounding in two ways. You can put money away earlier
rather than later, and you can get returns (interest or dividends) paid
more frequently and reinvest them too. That is why building wealth
calls for saving early and often, though investing only when the price
is right.
     Investors grasp the joys of compounding, for it is a useful tool
to evaluate competing opportunities quickly. A handy reference for
making the comparisons gauges how long it takes a given amount of
money to double at varying compounded rates of return (or interest
rates).
     Called the rule of 72s, it says that dividing 72 by the rate of
return gives the approximate number of years it takes for an amount
of money to double. For example, an investment yielding a com-
pounded rate of return of 9% will double in about eight years (72
divided by 9 equals 8) and one yielding 6% will double in about 12
years (72 divided by 6 equals 12).
     The rule of 72s can show all sorts of variations on the relation-
ship between money in hand now and money to be gotten in the
future. For example, it can determine what required rate of return
is necessary for a certain sum to grow to a desired sum in the future.
Or if you know what rate of return is available or possible, it can
figure how much money someone needs today in order for it to grow
to a desired level at some future time.
     Take an example. If the available average rate of return on money
from now until 40 years from now is 9%, how much money does a
25-year-old person need today in order to retire as a millionaire at
age 65 without saving another cent over that time? Work backward
from ending up with $1,000,000 at age 65. Since money earning a
102       Show Me the Money


compound rate of return of 9% doubles approximately every 8 years,
at age 57 she’d need to have $500,000; at age 49 she’d need to have
$250,000; at age 41 she’d need to have $125,000; at age 33 she’d
need to have $62,500; and today, at age 25, she’d need to have (only)
$31,250!
    If this illustrates the joy in compounding, take another use of
the rule of 72s to illustrate the joy of slightly higher rates of return.
Assume that instead of being able to earn about a 9% rate of return
over the next 40 years, our 25-year-old can only reasonably expect a
6% rate of return. Now her money will double approximately only
every 12 years rather than every 8. So 12 years hence at age 37 she’d
have $62,500; at age 49 she’d have $125,000; at age 61 she’d have
$250,000; at age 73 she’d have $500,000; and she’d have to reach
the ripe age of 85 to end up with a million!


Interest Rates
A subtle but most important lesson of the apple tree parable is the
pivotal role interest rates play in the value of assets. The old man
mentioned that U.S. Treasury instruments provide a risk-free rate of
interest. That benchmark interest rate is a major determinant of the
value of any other asset in the economy, including the value of whole
businesses and shares of stock in them. The risk-free rate sets the
standard of value of assets with risk. The higher the risk-free rate,
the lower the values of riskier assets; the lower the risk-free rate, the
higher the values of riskier assets.
    As Warren Buffett reflected in a rare public commentary pre-
pared for Fortune by Carol Loomis, when the risk-free rate was very
high in the late 1960s and 1970s, for example, the average price of
stocks was depressed.2 The Dow hardly moved an inch in price from
the early 1960s to the late 1970s because for investors to buy stocks,
they had to get a return that exceeded the sky-high risk-free interest
rate. When the risk-free rate was very low from the mid-1980s to the
early 2000s, in contrast, average stock prices shot up. The Dow en-
joyed the greatest bull market in history because the risk-free rate
was so low that it was relatively easy for investors to get a risk pre-
mium (returns above the risk-free rate).


Taxes
The only thing more mind-boggling about amateur day trading than
the outright losses that are racked up is how many among the trading
                                   Apple Trees and Experience      103

winners neglect how much they are losing to tax payments both
outright and in terms of the time value lost by the payments.
    Suppose you buy an investment that pays 15% per year for 30
years and keep that investment compounding yearly until the end of
that time without being obligated to pay taxes on it. Suppose also
that you are taxed on your income from that investment at the end
of that thirtieth year at a rate of 35%. This means your after-tax
annual rate of return on that investment was about 13.3%. Hard to
beat.
    Suppose instead that your 15% per year investment for 30 years
pays you that 15% annually and subjects you to tax of 35% each year
you get it. Your annual after-tax return suddenly shrinks to about
9.75%. Not a bad net return, you say, but that is over 3.5% less than
the tax-deferred position. And now we are talking about huge sums,
with that 3.5% difference compounding over periods such as 30
years.
    The same is true at every level of return differentials and remains
quite substantial even at lower rates of return. A 10% pretax return
with taxes due only at the end of 30 years gives you an after-tax
return of about 8.3%, compared with about a 6.5% after-tax return
if you had paid taxes on that income each year. Again, that kind of
2% difference compounded over a few decades works out to be lots
of dollars.3


Inflation
Our parable’s business school dropout did not know that the value
of money across time is nonlinear. Inflation often differs from re-
turns, and returns differ from each other. Annual inflation of 4%
means that a basket of goods that can be bought for $100 on January
1 costs $104 on December 31. But if during that year you put $100
in a savings account paying 8%, your balance at the end of that year
would be $108. Left uninvested, that $100 would decline in pur-
chasing power to about $96, whereas the invested amount gives you
a purchasing power of about $104 (the $108 you have less the impact
on its buying power of the 4% inflation).

    These macroeconomic factors bear on value. Tax and inflation
in particular determine how much your gross return will give you in
increased purchasing power. Changes in interest rates require revis-
ing any valuations made under different interest rate assumptions.
Operating as a business analyst requires knowledge of these things
104      Show Me the Money


but not their prediction. As Buffett says, “We do not have, never
have had, and never will have an opinion about where the stock
market, interest rates, or business activity will be a year from now.”4
Still, you can’t avoid eating a little spinach in the enterprise of in-
vesting. Those who dine on the business investor’s rigorous diet
emerge more muscular and fit from the meal. Course two is served
up next.
                                           C h a p t e r 7

     YOUR CIRCLE OF
     COMPETENCE



     I  nvestors avoid stocks outside their circle of competence; those
        who buy stocks outside their circle of competence are gamblers,
     speculators, or fools. If you lack the grounds for understanding a
     business—grounds ultimately for estimating a gap between value
     and price—but make a purchase anyway, you may as well be at a
     Las Vegas or Atlantic City blackjack table or a local poker party. All
     you are really doing is guessing, hoping, maybe even praying that
     things work out your way. Yet there is little reason, other than dumb
     luck, to think they will.
          The first thing you must do before investing in any business is
     make sure you have a basic understanding of that business. This
     requires some familiarity with its products, customers, selling envi-
     ronment, and so on—in short, its operating climate.
          It is quite a different proposition to understand businesses, such
     as Procter & Gamble, that make and sell a wide variety of familiar
     consumer products such as peanut butter, soap, and toothpaste than
     it is to understand businesses, such as Applied Materials, that make
     and sell a wide variety of highly technical materials for the semicon-
     ductor industry such as expitaxial and polysilicon deposition, etch,
     ion, implantation, and metrology (understand?).
          Getting the information necessary to determine whether a busi-
     ness is within your circle of competence before making an invest-
     ment decision is easy. Check out the SEC-maintained Free-
     Edgar.com Web site or contact the SEC at its Washington, D.C., or
     various regional offices. Or check out each company’s Web site di-
     rectly. You can even search the SEC Edgar database on lots of other
     Web sites, including 10kwizard.com, Edgarspace, and Edgaronline.
          Find the section in the company’s annual report called manage-
     ment’s discussion and analysis of the business. This is a narrative
     assessment of the business that should help and test your under-

                                                                         105

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
106      Show Me the Money


standing of it. Another useful source to consult is the chairman’s or
CEO’s letter, as much for what it says as for what it does not say
about the business. You will learn an enormous amount by reading
just a few of these reports, and the more you read, the better able
you will be to evaluate them.


THE INITIAL CIRCLE

Circles of competence should be drawn according to your ability and
willingness to understand a business and its operating climate. Your
circle’s boundaries are defined by your knowledge and aptitude; its
contents are companies about which you can make an intelligent
investment decision in light of those boundaries. Omit from your
circle businesses that are too hard for you to understand or that
change too rapidly for you to keep up with.
     To define your circle of competence, start with your own indus-
try. Retail store managers probably have a head start in understand-
ing CVS, Walgreen’s, Gap, and Home Depot; restaurant employees,
in understanding McDonald’s. People in the energy business tend
to know that business and will have a leg up on Exxon-Mobil, Enron,
and Texaco. Engineers and scientists will have a better shot at un-
derstanding Dow Chemical and DuPont, and telecommunications
devotees have a good shot at MCI, AT&T, and Lucent. Doctors
should certainly have an edge in evaluating pharmaceutical concerns
such as Eli Lilly and Pfizer. Farmers may be able to evaluate John
Deere better than the average Wall Street banker can.
     Think also about the things you buy and use and how you do
so. You may know more about companies such as American Home
Products, BMW, Federal Express, and Sony than you think, or at
least you may be able to understand them better than you think. Try
                      ´
Hershey’s and Nestle if you are a chocolate lover, Anheuser-Busch
or Heineken if you drink a lot of beer, and Tiffany’s if diamonds are
your best friend.
     Do the same with regional companies in your area. Public util-
ities such as ConEd in New York and Black Hills in the Rocky Moun-
tains (South Dakota, Wyoming, and Montana) and regional banks
such as First Oaks in Chicago, Wilshire in Los Angeles, and Alabama
National in the Southeast (Alabama, Georgia, and Florida) should
be easy and interesting to examine for people living in those areas.
So too are similarly located larger companies, say, Boeing in Seattle,
                                  Your Circle of Competence       107

Coca-Cola in Atlanta, Kimberly-Clark in Dallas, and Johnson Con-
trols in Milwaukee.
    How do the companies which seem a natural fit for your circle
of competence relate to less obvious ones that fit just as well? If you
are in retail, what about apparel companies such as Gucci, Polo
                       `
Ralph Lauren, and Hermes International? Up-and-comers such as
Kenneth Cole? Sports fans may enjoy learning more about Nike;
musicians, Steinway. The examples pour out if you identify the sector
your business or interests are in and comb through lists of compa-
nies in that sector published by all the major investment banking
firms and available on many reputable Web sites.
    To sharpen your boundaries after you’ve identified one or a few
companies and industries you know something about, evaluate
whether a particular company qualifies for admission by asking your-
self a series of commonsense questions about that business. If you
can answer them, the company probably qualifies; if you can’t, pick
another one that stands a better chance and ask the same questions.
Here are the key questions.
    What products does the company sell or services does it provide?
There is a big difference between razors (Gillette) and computer
chips (Intel) and cruises (Carnival). Do you understand these prod-
ucts and how they are used?
    Does the company make products that people need? Razors and
chips almost certainly, but that’s less true of luxury goods such as
cruise vacations. Will these products probably be needed for the
indefinite future? There are big differences between toothpaste
(Colgate-Palmolive), paper (Mead), and pet rocks (who made
them?). Big differences can arise between today’s needs and tomor-
row’s (razors can become obsolete with an explosion of electrolysis
or laser removal, and computer chips may be displaced by chemical-
driven substitutes now in the research stage).
    How distinctive is the company’s product compared to possible
substitutes for it? The difference between Coke and Pepsi may be
slight, but do consumers think it matters? Product differentiation in
the beverage industry, as in many other consumer product busi-
nesses, can be remarkably successful.
    Asked another way, how likely is it that this company can raise
prices on its products without losing unit volume in sales? Carnival
might be able to do that with its cruises more easily than Mead can
with its paper. The ability to raise prices without hurting sales is
called economic goodwill. Some companies get more of it by distin-
108      Show Me the Money


guishing their products in the consumer’s eye as having distinctive
traits that make them worth buying even at higher prices. Bang &
Olufsen did this successfully in upgrading its image to a maker of
stereos and other sound systems at the “high end” of audio tech-
nology.
     Proceed with similar sorts of questions about the product mar-
ket. What is the company’s target customer and/or client base? Is it
teens and preteens (say, electronic music) or retirees (medical de-
vices), male or female (sporting goods, clothing, cosmetics)?
     Does the company depend on one or a few customers for a major
portion of its revenues, as might a manufacturer or wholesaler such
as Procter & Gamble (13% of sales go to Wal-Mart)? Does it have
millions of customers, or does it depend on a handful? (Coca-Cola
has over 14 million customers who sell in turn to the ultimate con-
sumer!)
     How much does any dependency matter—how sturdy is a major
customer? Even businesses with well-known and time-tested prod-
ucts can suffer enormous economic damage from policy changes by
their major customers. Mattel (with its venerable Barbie line) and
Hasbro (with powerful branded products such as Star Wars and Po-
  ´
kemon figures) both took major financial beatings when one of their
largest customers—Toys-“R”-Us—forced major inventory control
changes that shifted much of the cost of carrying inventory from the
store to the manufacturers.
     How does the company sell its products? Direct mail (say, Dell)
and storefronts (say, Starbucks) are quite distinct modes of distri-
bution, and each differs again from sales over the Internet (say, Am-
azon.com) or sales by industrial manufacturers to their industrial
clients (say, Johnson Controls and General Electric).
     What is the company’s geographic market? An economic down-
turn in Asia can severely impair profits at multinational companies
that do significant parts of their business there, as the crisis in 1998
showed for venerable companies such as Procter & Gamble and
Coca-Cola. Yet both also had such global reach, they survived with
no long-term damage.
     Has the company led or at least adapted quickly to changing
economic and business conditions? Companies able to maneuver
quickly to join their old economy businesses with new economy
strategies—such as General Electric—deserve credit for that deft-
ness. Can you judge which ones can do this?
     These commonsense questions can go on and on to include
questions such as the following: What is the company’s supply sit-
                                   Your Circle of Competence        109

uation like? Its employee relations? Does it operate in regions subject
to ordinary or extraordinary risks of political or economic instability?
    Grappling with these questions should be enough to test whether
a company is within your circle of competence. Again, if you can
answer these questions, the company probably qualifies; if you can’t,
try one you are more familiar with.
    Graham advised: “The field of choice is wide; the selection
should depend not only on the individual’s competence and equip-
ment but perhaps equally well upon his interests and preferences.”1
Buffett echoes the point: “You don’t have to be an expert on every
company, or even many. You only have to be able to evaluate com-
panies within your circle of competence. The size of that circle is
not very important; knowing its boundaries, however, is vital.”2 If
you have to choose between a large circle and a thick boundary,
choose the latter. But a bigger circle will give you more opportuni-
ties, so work on enlarging it.


THE NURTURED CIRCLE

The boundaries of your circle must change over time. If you leave
them the same, some companies will simply disappear. If you are a
master of the fashion industry today—say you work in New York
City’s garment industry or are a buyer for a large retail chain such
as Sak’s Fifth Avenue—you know that to remain a master five years
from now you will need to learn new things over that period. Indeed,
particularly in the fashion industry, you need to keep up daily, since
fashion is (by its very name) a business that swiftly and constantly
evolves. Colors, hemlines, cuts, and who’s in and who’s out change
by the season. To stay on top, you must change.
    If you simply took what you knew about an industry you worked
in ten years ago and used that knowledge to evaluate a company
in that industry today, you would be at a severe disadvantage. Take
the business of book publishing, which has changed rapidly in that
period. In the distribution channels, for example, first the rise of
chain booksellers such as Barnes & Noble and Borders eclipsed
much of the power of the old-fashioned independent booksellers;
then the rise of on-line booksellers such as Amazon.com altered the
dynamic again. And the entire book publishing industry has consol-
idated substantially and become part of a broader entertainment in-
dustry.
    Anyone in the publishing industry during that period needed to
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constantly stretch her knowledge of that industry and in doing so
redefine her investment circle of competence. If an editor, publisher,
or other industry member simply stuck with only what she knew in
the beginning, she risked losing not only power in her job but in-
vestment insight into her industry as well. If you stop learning now,
you will know less as the world changes. And as the world changes,
you need to know more just to stay in the same place.
     Those who can discern trends in their industries are better able
to ascertain which businesses in an industry are likely to remain or
emerge as leaders. Equally important is recognizing that industries
you know can be affected by other industries about which you know
less. In book publishing, putting 4-pound, 3-inch volumes on tape
or compact disc (CD) created competition for the music industry—
people listen to books in their cars and even at home instead of
listening to music. Turning multivolume encyclopedia sets into the
single-disc CD-ROM format sucked a huge chunk of the profit out
of the traditional print encyclopedia business.
     To maintain your circle of competence in the face of invasions
and forced change from other industries thus requires that you know
something about those other industries. That calls not merely for a
commitment to maintain your circle of competence as the things in
it change but for constantly stretching your circle of competence to
include things that might affect it.
     Some people were raised in tech environments and know more
about computers, digitalization, and the Internet than they know
about fashion and publishing. Companies in those industries may
dominate their initial circle of competence. However, sticking to
those industries alone is dangerous. A tech company’s value will be
affected by how its products are used by other industries, such as
fashion and publishing.
     Likewise, those who work in industries such as fashion and pub-
lishing may know more about those fields than about anything tech-
related, and their initial circle of competence will be filled with com-
panies in that cohort. But if they don’t learn something about the
tech businesses that drive changes in fashion and publishing, they
will know less about fashion and publishing too.
     All companies and industries are exposed to change from outside
forces. Among those forces are globalization, computerization, and
the rise of the service sector in the United States and of e-business
globally. Keeping up with such developments helps gauge their prob-
able impact. Other external forces are much harder to measure, such
                                      Your Circle of Competence          111

as war, trade disputes, oil price spikes, and earthquakes. This calls
for a delicate balance.
    Graham advised that “there are other factors outside the control
of the company that are perhaps equally important in their influence
on the value of its securities. The outlook for the industry, general
business and security-market conditions, periods of inflation or de-
pression, artificial market influences, the popular favor of the type
of security—these factors cannot be measured in terms of exact ra-
tios and margins of safety. They can only be judged by a general
knowledge gained by constant contact with financial and business
news.”3
    Buffett appreciates this too but emphasizes selecting businesses
that will prosper despite these things, and never indulging the fan-
tasy of being able to see into the crystal ball:

     We will continue to ignore political and economic forecasts,
     which are an expensive distraction for many investors and busi-
     nessmen. Thirty years ago, no one could have foreseen the huge
     expansion of the Vietnam War, wage and price controls, two oil
     shocks, the resignation of a president, the dissolution of the
     Soviet Union, a one-day drop in the Dow of 508 points, or trea-
     sury bill yields fluctuating between 2.8% and 17.4%
          But, surprise—none of these blockbuster events made the
     slightest dent in Ben Graham’s investment principles. . . . Fear
     is the foe of the faddist, but the friend of the fundamentalist.
          A different set of major shocks is sure to occur in the next
     30 years. We will neither try to predict these nor to profit from
     them.4

    All companies—whether classic, vintage, or rookie—are subject
to change in character and quality. Classics with rising sales and
earnings can face contractions and reversals from competitors, new
entrants, downturns in important markets, or changes in the way
their customers or suppliers do business in the face of changes.
Rookies with low sales and no earnings can come to dominate an
industry, throttle the competition, and ultimately generate enormous
earnings and value. Vintage companies can go either way.
    Even if all businesses change, some businesses enjoy one thing
that does not change: the reasons their customers keep coming back.
Companies like that in your circle deserve careful attention; they are
so rare and valuable that Buffett calls them the Inevitables.5
    In maintaining and stretching your circle of competence, note
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how changes that affect industries and companies follow certain
pretty well defined paths. Business change is not unpredictable, only
hard to predict. There are myriad types of business changes and
patterns that they follow, but the infinite potential variation can be
organized pretty simply to enable you to think about those changes
in a profitable way. The chief patterns that matter relate to products
and their degree of brand or commodity characteristics, the sources
and costs of supply, the chain of distribution, customers’ habits and
tastes, and business and organizational design.6
    Take the brand-commodity pattern. Some businesses are able to
transform a commodity product into a branded product, as Clorox
did with bleach and Frank Perdue did with chicken. Those branded
products can be retransformed back into commodity products, going
the way of the Model T and the Hoover vacuum, or at least have
the franchise value of the brand reduced, as occurred with the Xerox
machine and Campbell’s Soup. Knowledge of a company’s brand
position is important, but more important is knowing its commit-
ment and ability to promote, protect, and expand that position.
    Supply patterns either reduce or enlarge the amount of inventory
a company has to maintain. Companies that reduce their inventory
end up decreasing their costs and boosting profits. Dell developed
close relationships with its suppliers that enabled it to pretty much
eliminate carrying inventory of any of the computer components it
uses. IBM and Compaq have had less success in doing that.
    Distribution patterns are always important and got a huge
amount of attention during the dawn of the Internet. The direct
seller of products has come and gone over the years. The Fuller
brush salesman, the milkman, and the Avon lady used to give a good
profit advantage to their companies, but the shift to suburban living
and the proliferation of cars, highways, shopping centers, and malls
changed all that. Some of that changed again as direct sellers re-
emerged to bring computers, books, and even groceries direct to the
home.
    Customers’ tastes obviously relate to distribution patterns,
though the causality is not always certain. As they say in marketing,
if you make it, people will come (and if you deliver it, people may
take it). But consumer tastes and habits are equally obviously an
enormous driver of profits and a determinant of where the profit
centers are. It is useful to distinguish here, however, between fad
patterns and longer-term patterns.
    Silly products that capture the temporary imagination of the
                                   Your Circle of Competence        113

masses may generate some short-term profit (hula hoops, yo-yos),
but the typical pattern is that those tastes evaporate and the profit
in them moves to the collectors and dealers (Pez candy dispensers).
The patterns of endurance give rise to longer-term profit centers, as
with the trend toward low-salt and low-fat foods that companies
such as Nabisco took advantage of.
    Business organization and design move around a lot with
changes in the context in which companies operate and compete:

•	 Globalization led many companies, such as Procter & Gamble and
   Xerox, to reorganize their management structures—from having
   heads of different parts of the world to having heads of various
   product lines throughout the world.
•	 The rise of the Internet and e-commerce led many to create entire
   new dimensions of their businesses to market product on-line or
   to redirect major chunks of their businesses to take advantage of
   the lower costs and wider reach of Internet sales—in GE’s case,
   the company did both.
•	 The move toward service profit centers and the ability to unleash
   greater profits with fewer hard assets led many companies to op-
   erate parts of their businesses as managers under contract rather
   than through outright ownership, the way Barnes & Noble entered
   the college bookstore market.

    Companies that adapt organizational structure and business de-
sign to meet changing needs and opportunities are good companies
to keep an eye on. If you notice a company that constantly readapts
itself in this way, try to learn more about it. Even if those companies
don’t make it into your circle of competence, you can enlarge it with
the knowledge you gain from studying them. Coca-Cola and Disney
are good examples.
    Coca-Cola’s main business is selling beverages globally, princi-
pally gallons of concentrates and syrups that constitute the Coke
brand but also Minute Maid and nearly two hundred others. Coca-
Cola devotes most of its resources to marketing its brands to pro-
mote consumer awareness and maintaining and expanding its bot-
tling operations through a mix of independent bottlers and wholly
or partly owned bottlers. Coca-Cola reinvented itself in the 1980s to
see its chief customers not as those who actually drink Coke and
the other brands but the distributors around the world who carry
product to those end consumers (this transformation was led by
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Coca-Cola’s late CEO, Roberto Goizueta, who is discussed further
in the final chapter of this book).
    Disney’s segments are mainly creative content (films, animation,
books), broadcasting through the American Broadcasting Corpora-
tion (ABC) and ESPN, and theme parks and resorts. A unique thing
about Disney is that going to Disneyland and Disney World (with
children or grandchildren especially) is an incomparable experience.
And Disney constantly reinvigorates its business by expanding into
television, building blockbuster products that can be sold in multiple
forms (film, record, tape, theme park, apparel, and souvenirs), and
so on, and by exploiting the Internet to broaden both its content and
its distribution channels.
    By no means an exhaustive list of patterns, these are the kinds
of important trends that alter and reshape circles of competence and
that must be looked after to expand your circle. To sharpen your
idea of what you should know about companies in order for them
to qualify as members of your circle of competence, let’s take a
closer look at some candidates.


A FULL CIRCLE

Take one company from each of the categories mentioned in the
beginning: the classic General Electric (GE), the vintage Microsoft,
and the rookie Amazon.com. These are all important companies and
are widely discussed in the financial press, but they differ in age,
products, and financial and business characteristics.
     GE operates through numerous divisions in a wide range of in-
dustries. The most important divisions are appliances such as refrig-
erators, lighting such as lamps and bulbs, the National Broadcasting
Corporation (NBC), aircraft engines, capital services (itself a widely
diversified group of about thirty businesses engaged in various con-
sumer and commercial financing activities worldwide), plastics used
in a wide range of applications from cars to CD-ROMs, and indus-
trial, medical, power, and transportation systems (including products
and business solutions such as factory automation, surgical diag-
nostics, gas turbines, and locomotives, respectively).
     Understanding all of GE is a tall order that calls for some ap-
preciation of the basics of finance, broadcasting, consumer, and in-
dustrial businesses. But if you read its annual report for the last few
years and pay special attention to the excellent letters written by
                                  Your Circle of Competence       115

CEO Jack Welch (discussed in Chapter 14), you will gain a good
sense of the company and how it operates. Indeed, Welch argues
that understanding GE is not a tall order at all, and after you read
Chapter 14, you may agree.
    One thing that immediately jumps out at you is that GE got to
where it is through Welch’s declaration 20 years ago that the com-
pany would remain in any business only if it were the number one
or number two player in that business. Businesses that did not
achieve that rank were fixed, sold, or closed. The company has ended
up the business equivalent of a magnificent art collection, Jack
Welch, curator.
    Founded in 1975, Microsoft is a relative newcomer compared to
the century-old GE. It develops, manufactures, licenses, and sup-
ports a range of software products, including operating systems,
server applications, worker productivity applications, and software
development tools. Microsoft’s success would have been hard to pre-
dict in the middle to late 1980s, when the dynamic of the software
industry was uncertain. As that decade came and went and the 1990s
confirmed the power and importance of that industry, the company’s
dominant position became easier to predict.
    Yet pervasive and widespread Internet use in the late 1990s might
have posed a threat to Microsoft’s business, though a threat it man-
aged to navigate (excuse the pun, but it is an apt characterization)
through its aggressive entry into and forceful presence in the Inter-
net browser industry. While it is a somewhat older business than
Amazon.com, its relative youth compared to GE makes its future
(wholly apart from its legal and regulatory environment) harder to
predict than that of its classic elders.
    Still, you can learn from its annual report that Microsoft’s Win-
dows operating system is installed on more than 300 million Intel-
based personal computers (PCs), making it the world’s leading PC
software company. It is also a leader in PC application tools and has
grown rapidly to rank among the top networks on the Internet. Its
properties receive over 40 million unique monthly visitors to sites
such as Hotmail, MSNBC, Carpoint, and MoneyCentral. If these
computing and Internet operations are up your alley, read about Mi-
crosoft’s stuff in its annual report and CEO Bill Gates’s books or
annual letters to shareholders.
    Amazon.com is a business infant begun in 1994, retailing on-line
books, CDs, and videos and offering some 5 million titles. Its busi-
ness model, while interesting, is hard to pin down because it con-
116      Show Me the Money


stantly and rapidly evolves. Amazon.com started as a bookseller but
quickly expanded into a wide range of product lines such as toys,
electronics, home improvement, and even a joint venture with Soth-
eby’s auction house. It attracts an average of as many as 12 million
unique monthly visitors to its site.
     Amazon.com buys inventory from suppliers on a just-in-time ba-
sis, thus minimizing its inventory and warehousing costs, and takes
orders on its state-of-the-art Web site for shipping by its warehouse
teams. Whatever one thinks of this business model, it depends en-
tirely on the continuing success and proliferation of the Internet as
an important way of doing consumer shopping.
     While so far so good, the Internet’s brief history makes fore-
casting the future of Amazon.com and other e-businesses more dif-
ficult for most people than it is to forecast the future of companies
such as GE and even Microsoft. Indeed, it is also difficult because
Amazon.com has never generated a profit. The book business is ma-
ture, slow-growing, and fiercely competitive and has low profit mar-
gins; Amazon.com’s expansion into other businesses poses huge
start-up costs that will deepen those losses further in the short run,
though they may come roaring back in the form of huge profits in
the future.
     Amazon.com’s growing diversity of businesses can fragment
managerial attention (much as your diversified portfolio can distract
you). If well managed, though, they could be as successful a group
as GE’s varied lot. Despite the uncertainties, Amazon.com’s business
is intriguing. Those with the ability to learn more about it and an
aptitude for understanding it would be foolish not to look a little
harder.


DECISION MAKING

Assessing information about a business and its industry and related
industries enables you to make rational judgments about the prob-
able payoffs versus the probable losses. Anything less is simply a toss
of the dice. Conservative decision makers take the position that no
option should be pursued without a high level of positive evidence
and information. To put a number on it, they might argue that you
must have a degree of confidence in your judgment of, say, 90% (you
are 90% sure of the outcome and 10% unsure).
    Less conservative people believe that the level of evidence re-
                                   Your Circle of Competence        117

quired for a particular decision varies with the probable payoff from
being right compared to the probable loss from being wrong.7 If the
payoff from being right is very high compared to the loss from being
wrong (say, gaining $99 versus losing $1), this view says you can
reduce the required confidence level substantially—maybe to as low
as 1%. People who buy lottery tickets reflect this kind of decision
making.
     If the gain-loss matrix goes the other way (say, gaining only $1
versus losing $99), then you would insist on a much greater confi-
dence level—maybe nearly 100%. These are the sure bets in life. And
as even the most steadfast gambler knows, there is no such thing as
a sure bet.
     Your risk appetite will determine the sort of decision maker that
best suits your own psychology. Losses are inevitable. If they make
your misery index soar, stick with conservative approaches; if you
can tolerate them, a more aggressive approach is defensible. (Be-
ware: most people weigh losses more heavily than gains by a factor
of about 2.5.)
     Buffett is a conservative decision maker. Explaining Berkshire’s
conservative financial policy of using little debt, Buffett says that if
there were a 99% probability that higher leverage would produce
something good and a 1% chance of a surprise that would produce
something between anguish and default, he would not bite that bul-
let: “We wouldn’t have liked those 99:1 odds—and never will. A small
chance of distress or disgrace cannot, in our view, be offset by a
large chance of extra returns.”8
     Graham was also cautious, warning investors to avoid ventures
with little to gain and much to lose.9 He advised forming judgments
on the basis of knowledge and experience, not on the basis of opti-
mism (valuable in many settings but not in investing; Buffett calls
optimism the “enemy of the rational buyer”).10
     Graham and Buffett’s views reflect contemporary social psy-
chology. Research in this field shows that in any decision-making
process, the cognitive weaknesses shared by most people produce
subconscious errors of judgment. The main cognitive biases in rea-
soning that investors need to worry about are the following:

•	 Overconfidence and superiority: believing you are certain when
   you are only pretty sure (or believing you are pretty sure when you
   are uncertain) and believing you are better than average (the Lake
   Woebegon syndrome).
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•	 Confirmation and resistance: skewing your interpretation of new
   information to support earlier beliefs and being slow to update
   those beliefs.
•	 Vividness and pattern seeking: weighing dramatic information too
   heavily and overreacting to a series of similar sorts of news items
   in the belief that they show a pattern.11

     Of these, the most potentially damaging cognitive biases are
overconfidence and superiority. As Buffett advises: “What counts for
most people in investing is not how much they know, but rather how
realistically they define what they don’t know. An investor needs to
do very few things right as long as he or she avoids big mistakes.”12
     There are three simple strategies to help investors avoid these
reasoning errors. The first is to recognize them. The second is to
insist on a justification, something you can do by writing a memo to
yourself about why you are making a decision. (Beware of the traps
of this strategy, which Buffett illustrates by quoting Ben Franklin:
“So convenient a thing it is to be a reasonable creature, since it
enables one to find or make a reason for everything one has a mind
to do.”13 Many people do not have articulable reasons for many of
their decisions. In investing decisions, if you don’t have one, don’t
try to make one up.) The third, and related, strategy is to have clear
guidance in your decision making. For investing, this includes the
ideas discussed in this book.
                                          C h a p t e r 8

     RECOGNIZING
     SUCCESS



     W       hat makes an investment attractive? A price substantially
             lower than value. Estimating value requires making judgments
     about probable future performance, but the only available basis for
     prognosis is the record of the past. The historian Daniel Boorstein
     likened planning for the future without knowing some history to
     planting cut flowers.
         Investments cannot be made on the basis of such temporary gar-
     dens either but require a look at the history of business. If account-
     ing is the language of business, numbers are its history. Just as his-
     tory is complex, broad, and replete with contradictions, so too are
     the numbers of business history. If you focus on a few key numbers,
     however, the road map to good investment selection becomes clear.
         Start with the management’s discussion and analysis of the busi-
     ness. In addition to a narrative assessment of the business, this sum-
     marizes the most important numbers in the company’s financial
     statements. So you don’t have to go to the trouble of doing the
     calculations—just look them up. This discussion also interprets the
     meaning of those numbers from management’s perspective. So you
     also don’t have to become an expert in accounting to make sense of
     this stuff.
         Beware of using secondhand databases. Lots of Web sites give
     you a chance to employ screening tools to search through 12,000 or
     more different businesses with dozens of different variables of the
     kind described below. These tools operate as filters to give you a
     limited number of businesses to examine more closely. In principle,
     this is precisely the kind of technique that is sensible to use.
         However, you cannot be sure the search engines are working
     with data of integrity. The data do not usually include information
     about a company’s accounting policies, footnote information, or
     management’s discussion and analysis. The data are not always up-

                                                                        119

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
120       Show Me the Money


dated or corrected, may have embedded errors that arise in the trans-
mission process, and may be the product of aggregating information
that is dissimilar or noncomparable. This is not to say that these
systems are worthless, only that you should exercise care in using
them.1


BUSINESS FUEL

Every business has debts coming due every day which require re-
sources to meet. The difference between short-term needs and re-
sources is called working capital. It is a bit like fuel in an engine; it
is better to have a full tank, but overfilling can be dangerous. Too
little working capital can pose a threat to the ability of a company
to operate in the ordinary course over the immediate future, but too
much working capital can mean that resources are not being de-
ployed in optimal ways.
     The right level of working capital varies across businesses. One
way to determine how much working capital is needed and assess
its adequacy is to compare the working capital to sales. Typically, a
retailing business that generates substantial sales of low-cost items,
such as a supermarket, needs less working capital per dollar of sales
(perhaps around 10 to 15%) than does an industrial manufacturer of
high-ticket items such as airplanes (perhaps around 25 to 35%). A
manufacturer of consumer goods—say, Carnation or Clorox—might
require some level in between.
     Other businesses can operate with low or even negative working
capital. Companies in the restaurant business, McDonald’s, for ex-
ample, often operate with negative working capital because of the
cash nature of the business. This system provides direct liquidity,
and payment terms with suppliers usually permit payment after prod-
uct is both received and used in the business to generate cash. Com-
panies in other industries can benefit from the same combination,
as Amazon.com aptly demonstrates by operating sometimes with
negative working capital without apparent impairment of its ability
to meet obligations as they come due.
     In the oil and gas industry, a principal source of cash is proved
reserves that are produced in the ensuing year. While they cannot
be reported as working capital on the balance sheet under generally
accepted accounting principles, they are turned into cash. Compa-
nies in other industries sometimes fund new construction by issuing
                                           Recognizing Success         121

short term obligations such as commercial paper that is later refi-
nanced with long-term obligations such as bank loans. This can also
produce low or negative working capital while not posing any threat
to the company’s short-term ability to meet its obligations.
    Ben Graham put it this way in his marvelous little book pub-
lished in 1937, The Interpretation of Financial Statements:
     The proper amount of working capital required by a particular
     enterprise will depend upon both the amount and the character
     of its business. The chief point of comparison is the amount of
     working capital per dollar of sales. A company doing business
     for cash and enjoying a rapid turnover of inventory—for exam-
     ple, a chain grocery enterprise—needs a much lower working
     capital compared with sales than does the manufacturer of
     heavy machinery sold on long-term payments.2


Current and Quick Ratios
Evaluating the working capital position is achieved by comparing the
relationship between current assets and current liabilities in relative
terms. Known as the current ratio, this relationship shows how many
dollars in cash or other assets likely to be turned into cash within a
year are available to pay debts that are due within that year. As a
rule of thumb, for most businesses the ideal current ratio is around
1.5, but the range of current ratios across companies and industries
is broad.
     A current ratio substantially higher—say, 3 or 4 or more—is a
sign of potential problems, not with respect to liquidity but with
respect to efficiency. It implies that there are financial resources that
could be freed up and put to better use: Inventory could be reduced,
receivables could be collected more quickly or sold, or payables
could be aged a bit more before being paid.
     At the other extreme, a current ratio of 1 or less (i.e., negative
working capital) is often a warning signal that a company may face
difficulties in paying its debts as they come due in the short term.
As the ratio gets close to 1 or below it, therefore, investigate the
liquidity question further.
     Recently the average current ratio of the companies in the S&P
500 was about 1.5, about the same as for the conglomerate segment
of that index, of which GE is a part. The current ratio in the com-
puter industry tends to be higher, closer to 2.75 (with Microsoft right
around that average). Specialty retailers, including Amazon.com, had
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higher current ratios than these, around 3.5, with Amazon.com’s
fluctuating from negative to 4.5, depending on its borrowing levels
for investment in new businesses.
    This range of ratios reflects different corporate needs as well as
unique funding situations (called the net trade cycle, or the rela-
tionship between desired investment in inventory compared to the
relationship between credit extended and credit taken). Amazon.com
has at times operated with negative working capital, which, given
the retail nature of its business with low inventory and low accounts
receivable, is safe and indeed a good indicator of value from man-
aging working capital. Microsoft’s relatively high ratio is due in large
part to the fact that it generates enormous amounts of cash in its
operations. GE and its peers exhibit the usual characteristics of rel-
atively mature businesses, though GE constantly tries to reduce the
amount of working capital it requires to zero.
    You can fine-tune your analysis even more by looking only to
highly liquid assets, excluding assets such as inventory and prepaid
expenses. This leaves cash (liquidity itself) and assets such as ac-
counts receivable that are due in shorter periods (say, within three
months). This more refined test is known as the quick ratio and
sometimes (equivalently) as either the liquidity ratio or the acid test
ratio.
    Rules of thumb still apply. A minimum quick ratio of 1 is desir-
able, and higher ratios are generally better—up to a point. This is
useful to know because of what it reveals about the relative level of
the current ratio. For example, a current ratio within a seemingly
satisfactory range (say, between 1.4 and 2) could actually be high
largely as a result of excessive inventory levels. Since a business can-
not pay debts with inventory, there is reason to worry about a com-
pany’s ability to pay its debts as they come due if it has a low quick
ratio even while sporting a high current ratio.
    Conglomerates such as GE tend to have a relatively wider gap
than do other businesses between the current ratio and the quick
ratio. As a segment, the conglomerate current ratio of around 1.5,
compared to a quick ratio of about .8, reflects the fact that most of
the current assets are neither cash nor short-term accounts receiv-
able. The band is tighter in the more liquid businesses of computers
and on-line retail sales, where there are speedier assets in the cur-
rent ratio (2.75 and 2.6 in the computer industry and about 3.5 and
2.5 in the specialty retailer segment). These variations reflect the
range of operating environments in these businesses and also show
                                         Recognizing Success       123

that neither GE, Microsoft, nor Amazon.com is all that different
from its segment in terms of liquidity needs or how they are being
met.

Debt
Check out a company’s ability to attract additional financing; this is
particularly important when a company has negative working capital
from issuing short-term obligations such as commercial paper. This
is done by using the debt-to-equity ratio. In its most general formu-
lation, the calculation is the ratio between the total debt of a com-
pany, including short-term debt as well as long-term debt, divided
by the amount of owners’ equity.
     The ratio measures the relative borrowing capacity and debt-
paying ability of the enterprise over the long term. Businesses with
relatively high debt-to-equity ratios are characterized as “highly lev-
eraged,” meaning that the debt level in relation to the investment
level of the owners in the business (the shareholders) is very high.
What levels of debt-to-equity ratios are normal has varied histori-
cally, in accordance with economic conditions and collective beliefs
about credit.
     During the 1980s, for example, debt-to-equity ratios in the range
of 7:1 or higher were common, whereas during the early 1990s the
typical ratios were closer to 4:1. At the turn of the twenty-first cen-
tury, the debt-to-equity ratio of the S&P 500 averaged just about 1:
1, reflecting a decade in which most business financing was done
using equity rather than debt.
     Conglomerates still are relatively debt-heavy, however, with the
segment average of about 3:1 and GE above that segment average
with a debt-to-equity ratio of around 4:1. That level reflects the rel-
atively more mature stage of these companies, particularly compared
with the far leaner computer industry. Microsoft, for example, funds
all its operations with internally generated cash, enabling it to op-
erate with no debt whatsoever, and the average debt-to-equity ratio
for the computer industry as a whole is a staggeringly low .2:1. Am-
azon.com weighs in between these levels, reflecting both its need to
finance its expanding operations and warehouse construction pro-
jects and its relatively lesser ability compared with Microsoft to gen-
erate sufficient cash to satisfy those needs.
     Leverage reflected in a relatively higher debt-to-equity ratio can
be desirable. If a company borrows at rates below what it can earn
124      Show Me the Money


on its capital, borrowing is profitable. Shareholders benefit. There is
a limit to the benefit, however, for even relatively cheap money must
be repaid and too great a debt burden could be crushing during
periods of depressed returns.
    A way to gauge these trade-offs is to examine the coverage ra-
tio—a comparison of earnings to interest obligations on debt. For
most industrial companies, an interest coverage ratio in the range of
3 to 4 is considered prudent and implies a relatively safe level of
borrowing. In light of the relatively low levels of indebtedness and
relatively high levels of profitability of corporate America at the turn
of the twenty-first century, the average interest coverage ratio among
the S&P 500 soared to nearly 11.
    Conglomerates remained closest to historical norms, with GE’s
coverage ratio at about 2.5 and the segment at about 4.5. At nearly
the other extreme, Microsoft enjoys total coverage because it is sim-
ply debt-free. Amazon.com is an interesting case: Its coverage ratio
is negative because it is losing money (has negative profits), as low
as �4. That kind of situation calls for looking more closely at other
fixed charges, which in Amazon.com’s case include leases on various
warehouses that also have to be paid. Its fixed charge coverage ratio
is therefore even worse, making its ability to generate additional
funds to cover its increasing expansion all the more important.


MANAGERS UNDER THE MICROSCOPE

Three simple tools clue us into managerial effectiveness. They center
on the efficiency of inventory and receivables management and the
thickness of profit margins. Some companies report the speed of
inventory and receivable turns and the levels of profit margins di-
rectly in their periodic reports, and some even highlight this in the
chairman’s letters—usually signs of good or at least honest manage-
ment. In other cases, you have to dig for it (not a good sign). Putting
managers under the microscope this way helps gauge the prospects
for future business performance—whether the maximal profits are
being squeezed from the business or whether there is room for more.

Inventory Turns
While inventory is considered a current asset in that it is expected
to be realized in cash within one year, you can be more precise about
                                          Recognizing Success       125

its relative liquidity by measuring the speed of its sale. Inventory
speed, or turns, is measured by the relationship between the cost of
goods sold (COGS) during a period and the average level of inven-
tory during that period:

                 Current year’s cost of goods sold
            (Beginning inventory � ending inventory)/2

    Inventory turn levels are reliable indicators of the quality of in-
ventory management. The longer inventory sits around without being
sold, the less value it adds to the business, since it could be con-
verted into cash deployed for more productive uses. High inventory
levels also increase the risk of obsolescence or spoilage, require large
amounts of either cash or bank borrowing to finance, and pose the
risk of loss if the market price at which they can be sold declines
materially.
    GE is well known for its inventory turn management, and its
long-time CEO, Jack Welch, regularly reports this in his annual let-
ters. GE boasts inventory turns of a robust 8 amid a conglomerate
average inventory turn of about 7 though shy of the S&P 500 average
inventory turn of about 10. Microsoft manages inventory well too,
right along with the rest of the computer industry, with turns of
about 15; this is larger than GE in part because of the vastly different
products these businesses sell.
    But Amazon.com is superefficient in inventory management, at
a breakneck pace of around 20. Amazon.com is a specialist in just-
in-time inventory, a key management strategy developed in the last
couple of decades that Amazon.com has taken to new levels. Stock
doesn’t sit idle in Amazon.com’s warehouses, and this swift turn-
over lowers costs. That enables the business either to charge lower
prices to its customers (hence Amazon.com’s aggressive pricing dis-
counts) or to continue to charge the market price but generate more
profit.

Receivable Turns
A company’s credit policies can be its Achilles’ heel or a driver of
efficiency. Too many sales on credit or too many delinquencies or
uncollectible accounts can crush cash flows. Speedy collection en-
hances liquidity and can enable a company to get its customers to
finance its business. Receivable turns are measured by credit sales
126       Show Me the Money


(or total sales if those sales are not broken out separately) during a
period divided by the average accounts receivable outstanding during
the period:

                          Credit sales
 (Beginning accounts receivable � ending accounts receivable)/ 2

    To gauge the speed of receivables collection, in turn, divide the
number of days in a year by the number of turns. The result gives
the average number of days the receivables are outstanding. Com-
pare that average to the business’s credit policies to see how well
managers are running the credit part of the business. There is trou-
ble if the average is greater than the policy (say, collections average
70 days but billing calls for payments to be made within 30 or 60
days).
    GE displays considerable skill in receivables management, turn-
ing them about eight times per year, meaning they are collected on
average within 45 days. That compares dramatically well to a con-
glomerate industry average of three turns, or 120 days. Microsoft is
also a speedy collector, turning receivables about 11 times a year, or
just over 30 days—perhaps as a result of its no-paper policy under
which all bills (and invoices) are completed electronically—routing
a slower computer industry average that looks more like that of GE
(about eight turns, averaging 45 days).
    Again, the exceptional case is Amazon.com, a standout in this
category, with about forty turns, or a mere nine days outstanding.
That means Amazon.com’s customers are funding a substantial part
of Amazon.com’s operations! They provide funds well ahead of the
company’s obligations to pay its creditors, particularly its suppliers,
whose trade terms extend up to 60 days.

Profit Margin
The key to business efficiency is the profit per dollar of sales, which
is called the profit margin. To calculate it, divide operating income
by the total net sales (i.e., sales after returns, discounts, and so on)
and express the result as a percentage. (Two alternatives to this
standard profit margin calculation are also often made: A more
general one called gross profit margin divides gross profit on sales
by total net sales, and a more specific one called net profit margin
                                         Recognizing Success      127

divides net income by total net sales.) The standard way is as
follows:

                         Operating income
                            Net sales

    There is tremendous variation in profit margins across industries.
Average profit margins in the automotive and banking industries, for
example, are way lower (often around 10%) than they are in the
computer, pharmaceutical, and food industries (as high as 40% in
the case of Microsoft). The S&P 500 average profit margin is about
17.5%, right around where GE stands, while other conglomerates
show margins of around 13 to 14%. Again, companies without earn-
ings, such as Amazon.com, have negative profit margins.
    Profit margins can be squeezed or expanded, depending in large
measure on whether a business has a special franchise that gives it
market power or competes in a commodity market where branding
and product differentiation are harder. Coke and Pepsi constantly
pursue product differentiation to exploit the possibility of raising
prices without hurting unit volume, with varying degrees of success
in various economic climates.
    Amazon.com invests heavily in this kind of product differentia-
tion, with a state-of-the-art Web site that includes patented features
such as “one-click” and distinctive formatting. Yet competitors, in-
cluding barnesandnoble.com and buy.com, easily mimic much of this
would-be differentiation, quickly eroding profit margins.
    The competition results in constant efforts to innovate and ad-
vance technology, whether in hamburger stands, on-line booksellers,
or the beverage industry. Such innovation tends to hurt rather than
help commodity businesses but benefits franchise businesses enor-
mously. That is why Microsoft so jealously guards the code to its
Windows operating system. It is why GE spends so many advertising
dollars on campaigns such as “We bring good things to life,” in which
it highlights all dozen or so of its businesses without pitching par-
ticular products such as a washing machine or x-ray diagnostic
equipment.
    When a company develops a superior production system for a
commodity product (such as oil), the bulk of the savings from that
system goes to consumers rather than to the company. In contrast,
a company that improves branded goods—those on which prices can
128       Show Me the Money


remain high or be raised—reaps most of the upside from that in-
novation. Profit margins are driven up or down depending on the
degree to which any business—whether GE, Microsoft, Ama-
zon.com, or any other company—can differentiate its products to
earn branded pricing and innovation power or else be left to bear
the cross and costs of innovation.
    A warning on profit margins is in order. Very high profit margins
may seem desirable and often are, but they also invite competition
that could destroy them. Very low profit margins are worth their
level. Something in between, toward the high end, is ideal.


BANG FOR THE BUCK

“Returns” are a measure of the bang a business gets for its buck.
The bang is always measured in terms of earnings. There are three
bases (or bucks) against which to measure the bang: equity, invest-
ment, and assets.
    In each measure, it is smart to gauge the return over a relatively
long period of time—say, five to ten years—rather than over short
periods to get a perspective that tracks a business’s ability to weather
the downsides and reap the upsides.

Return on Equity
Return on equity is the amount a business earns on the capital
owned by its shareholders. Shareholder capital is equal to the total
assets minus the total liabilities. If a business earns $10 million on
shareholder equity of $100 million, its return on equity is 10%.
    Returns on equity were relatively high in the late 1990s and early
2000s. The S&P 500 average return on equity is around 22%. Below
that average are specialty retailers (15%, other than Amazon.com,
whose losses rather than profits give it a negative return on equity).
At or somewhat above the average are GE (about 27%) and the con-
glomerate sector (about 25%) as well as the computer industry at
about 25%. Leading the pack is Microsoft (about 34%).

Return on Investment
Return on investment is the amount a business earns on both the
capital owned by its shareholders and the capital supplied by lenders
                                          Recognizing Success       129

on a long-term (over one year) basis. A business may borrow capital
rather than issue equity if it needs capital and believes it will gen-
erate greater returns on the capital than the costs of borrowing it.
    Suppose a business with $100 million in shareholder equity bor-
rows $50 million from long-term lenders and then generates earn-
ings of $15 million on that total capital. Its return on investment will
be 10% (15/150). But this leveraging boosts the business’s return on
equity—earnings of $15 million on shareholder equity of $100 mil-
lion means a return on equity of 15%.
    Using debt to boost return on equity is common but by no means
imperative. Some companies generate sufficient cash from their op-
erations to enable high returns on equity more cheaply than they
could by borrowing. As was noted earlier, Microsoft is debt-free,
generating returns on equity of nearly 34% and returns on invest-
ment that are just about the same (a similar near 1:1 ratio holds
across the computer industry).
    The norm among the S&P 500 is to use debt, driving the average
return on equity to about 22% while return on investment is about
14%. GE exploits leverage with more spectacular results, with returns
on equity of nearly 27% tripling return on investment of just above
9% (similar results hold across the conglomerate sector).

Return on Assets
Return on assets is the amount a business earns on all its re-
sources—not only shareholder equity and long-term borrowing but
short-term resources generated by effective management of working
capital. A business may seek short-term, low-rate loans or buy goods
on credit that it resells for cash, thus increasing the assets available
for deployment at low or no cost. Those assets contribute to incre-
mental increases in earnings, boosting both return on equity and
return on assets.
    Suppose a business maintains an average amount of short-term
assets of $20 million over a year (by continually repaying the obli-
gations as they come due and incurring new ones as rollovers). That
could increase incremental annual earnings by, say, $2 million. Thus,
a company with shareholder equity of $100 million and long-term
debt of $50 million, carrying that additional $20 million in the short
term and earning $17 million, generates a return on assets of 10%
(17/170). This deployment boosts return on investment to 11.3%
(17/150) and return on equity to 17% (17/100).
130       Show Me the Money


     Return on assets is thus the toughest measure of performance
based on returns, as it reveals the results of deploying all the assets
at management’s disposal. Starting with a high return on assets
should yield a high return on investment and hence on equity. (Some
analysts calculate a “financial leverage index” equal to the return on
equity divided by the return on assets.)
     Higher returns on assets are achieved by squeezing earnings out
of fewer or smaller asset bases. Microsoft starts off with a return on
assets of 25%, suggesting a relatively low level of asset intensity,
freeing it from dependency on debt and enabling it to generate re-
turns on equity of nearly 10 points more. At the other extreme, GE
starts off with a return on assets of just 3%, meaning it must manage
its capital structure to use debt skillfully and deploy assets efficiently
in order to get the higher returns on equity of about 27% that it
achieves.
     Microsoft is asset-nonintensive, whereas GE is quite asset-
intensive. The earnings of many companies (Amazon.com maybe)
are driven by brand names and/or inventory and distribution systems
far more than by the plants and other physical resources that make
up their balance sheet assets. Microsoft relies more on fixed and
other assets but also is able to extract prodigious earnings from its
brand name and market position. GE’s asset-intensive business re-
quires heavy investment in plants and equipment even as its prod-
ucts enjoy enormous brand recognition (“We bring good things to
life”).
     It is too soon to tell how Amazon.com will fare in the contest
for high returns on assets. Certainly its business model is designed
to minimize asset intensity. Its brand name and Internet presence
are the key drivers of sales and hence earnings. It minimizes its fixed
asset needs by avoiding the bricks-and-mortar store operations to
which Barnes & Noble and other traditional retailers devote re-
sources.
     Amazon.com’s just-in-time inventory management is designed to
reduce the carrying costs of inventory. Its trade terms with customers
and suppliers drive incremental earnings by superior short-term
working capital management—it receives revenues from customers
as products are ordered but usually need not pay its suppliers for
those goods until some 30 to 60 days later. Internet customers base
purchases on pictures and images on the Internet screen, moreover,
meaning Amazon.com does not suffer from books damaged by cus-
tomers thumbing through them. Bricks-and-mortar bookstores incur
                                         Recognizing Success       131

losses from such damaged books (though they have the right to re-
turn damaged books to publishers, the result is often a lower dis-
count on purchases from them). These characteristics of low asset
intensity are extremely favorable to Amazon.com, though it remains
a hard business to assess given its relative youth and negative earn-
ings.


THE FULL TOOL CHEST

This tool chest of ideas helps you assess a company’s liquidity, effi-
ciency, and performance. The tools can be adapted from the basic
metrics outlined here to deal with special situations and more ad-
vanced analysis.
    A few examples of measures that help further gauge various as-
pects of a company’s relative and probable future success are as
follows. Quality of income (cash flows provided by operating activi-
ties divided by operating income) tells you what portion of income
is actually turning into cash to gauge the liquidity position. The
amount of annual depreciation expense can be a good proxy for fu-
ture capital investment needs. Sales per employee helps evaluate
overall productivity.
    A company’s key ratios vary with time, and any trends are im-
portant guides to managerial efficiency and performance. Therefore,
you might look at all the expenses on the income statement over
several years. There is no reason to automatically assume that any
particular ratio or trends will continue, but history does help define
probabilities for the future.
    Suppose, for example, you see a large reduction in an expense
for research and development. That would significantly increase in-
come in a period. But growth in income resulting from the reduction
in such an expense would not mean that the business is being man-
aged more efficiently. It could even mean that there are reasons to
worry about its prospects for growth in the future.
    Or take receivables turns. Suppose the average number of col-
lection days during a period increases materially in relation to the
credit terms. Maybe part of any sales growth during the period is
due to a relaxation in credit collection policies rather than to busi-
ness efficiency. If those accounts are more likely to go uncollected,
the sales growth might look good today but there’ll be hell to pay
tomorrow.
132      Show Me the Money


    We could go on and on but don’t need to.3 Get acquainted with
the key ratios mentioned above and you’ll instantly be miles ahead
of the crowd in your ability to distinguish strengths and weaknesses
in numerous businesses within your circle of competence. Focus on
the strong ones and keep looking—they might have the value you
want, especially if they pass the tests in the next chapter.
                                           C h a p t e r 9

     YOU MAKE THE CALL




     A     business is worth the present value of the future cash flows it
           generates from now until doomsday. Present value is in the eye
     of the beholder, for its realization is entirely in the future. People
     will disagree at virtually every step of the process of figuring present
     value, including the methods used and the different answers they
     yield.
          Gazing into the cloudy crystal ball of valuation, you can never
     be sure of the accuracy of forecasts when you make them. Yet since
     your future wealth is at stake, you do not want to fly blindfolded
     even if you cannot predict the future. What you can do is minimize
     the hazards of your errors.
          What drives cash flows are assets and earnings. These factors
     and historical cash flows are the best gauges for thinking about prob-
     able future cash flows. You could figure value based just on assets
     (something called book value), based just on earnings (what the
     earnings stream is worth), or from the cash flows (the worth of the
     dividends paid out to shareholders).
          However, none of these separate valuation tools in itself is usu-
     ally sufficient to determine the value of a business. Not only is none
     of them definitive, all of them together remain imperfect, for all
     share the inevitable and irremovable infirmity in any valuation ex-
     ercise: using current and past information to forecast future cash
     flows. You’ll need information about all these things to aid your judg-
     ment.
          Some valuation tools are more useful for certain businesses than
     for others. For example, GE generates earnings and pays cash divi-
     dends, Microsoft generates earnings but does not pay cash dividends,
     and Amazon.com does neither. Obviously, you can value all three
     companies by using asset measures; you can value GE and Microsoft
     based on earnings, and GE based on dividends.


                                                                         133

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
134       Show Me the Money


     Less obviously, you could use all these tools—but in different
ways—for all three companies. That is, estimated future earnings
and dividends can be made for all three (relatively easy for GE, less
so for Microsoft, and very hard for Amazon.com).
     If these companies are within your circle of competence, you
can do it. You can do it even if you are nervous about using the huge
number of valuation techniques that are discussed in innumerable
books or below because none of them will enable you or anyone else
to pinpoint with precision what the value of any business is.
     At best, these techniques produce a range of values that depend
on your interpretation of history and prognosis for the future. These
acts expose you and everyone else to risks of error, and those risks
are precisely why Ben Graham insisted on getting a thick margin of
safety between the price paid and the value one could reasonably
expect to get. Every star investor follows that principle.
     In the most famous chapter of The Intelligent Investor, Graham
wrote: “In the old legend the wise men finally boiled down the his-
tory of mortal affairs into the single phrase, ‘This too will pass.’ Con-
fronted with a like challenge to distill the secret of sound investing
into three words, we venture the motto, MARGIN OF SAFETY.”1
Commenting on this passage over 40 years later, Warren Buffett said
he still believes those are the right three words.2
     Getting a wide gap between the price you pay and the value you
buy is the cornerstone of intelligent investing because as Buffett
says, while “intrinsic value can be defined simply,” its calculation
“is not so simple.”3 Graham invoked the margin of safety principle
to avoid the risk of error in calculating intrinsic value. And while
Charlie Munger—Buffett’s business partner and alter ego—has
quipped that he has never seen Buffett do an intrinsic value calcu-
lation, the principles that follow are part of the mind-set that enables
him not to.


ASSETS

The book value of a company is the excess of its total assets as
set forth on the balance sheet over its total liabilities and any out-
standing preferred stock, also as set forth on the balance sheet. The
book value per share of a common stock of that business is simply
that amount divided by the number of common shares outstand-
ing.
                                          You Make the Call       135

    This use of the word “value” is misleading. Balance sheets list
assets at their cost when acquired rather than their current value
(or in some cases at current market values if lower). The balance
sheet report of the carrying amount of assets does not reflect in-
creases in value under current market conditions. And while the
long-term assets are shown less the depreciation on them, that is
only an approximation of what it would cost to replace them rather
than an exact figure.
    The range of book values per share is as broad as the range of
businesses itself, and all those values reflect historical acquisition
costs rather than current values. The book value per share of our
sample illustrates this. GE’s is about $12; Microsoft’s, about $6; and
Amazon.com’s, about $2.4
    These numbers correctly suggest that the usefulness of book
value decays when more productive activity is performed with fewer
rather than more tangible assets (as more production is generated
not by, say, steel mills and other factories but by information tech-
nologies and Internet distribution systems). The fact that GE’s book
value per share is six times Amazon.com’s may reflect more the
greater asset intensity of GE’s business compared to Amazon.com’s
than the value of those businesses.
    For a whole range of businesses, the current accounting system
based on historical cost is handicapped in appraising present and
future values. For example, GE’s property, plant, and equipment if
sold at current market prices would fetch a substantial multiple of
the book value per share; Amazon.com’s might fetch only about what
the book value says, chiefly because all its assets were acquired
within the past few years.
    Not only does this cost principle mean that some assets listed
on a balance sheet are worth far more than their listed amount, it
also means that the opposite is true. Even if book value purports to
reflect the amount for which a company could be sold (its liquida-
tion value), it cannot reflect the circumstances under which a sale
is held. A business liquidation conducted under or caused by adverse
conditions may lead to assets such as inventory and equipment and
machinery being sold at a loss compared to their balance sheet carry-
ing amounts.
    For some companies, losses on major assets such as plants and
warehouses can be enormous. If Disney were liquidated, for exam-
ple, there is reason to doubt that its theme park fixed assets—an
important part of its book value—could be sold at their book value.
136      Show Me the Money


Perhaps more obviously, if Coke were liquidated, its inventory of
syrup and concentrate would undoubtedly fetch far less in a fire sale
of those goods than the amount at which they are carried as inven-
tory on its balance sheet.
     This does not mean that the balance sheet is useless. It is a
starting point for analysis. All the historical numbers can be adjusted
to reflect prevailing economic conditions. On the upside, inflation
and appreciation in market values can be acknowledged to arrive at
a current measure of the financial value of assets. Guides to this
adjusting of old numbers to new conditions include sales prices of
similar property and increasing asset amounts based on changes in
the consumer price index.
     On the downside, the historical amount of assets recorded on a
balance sheet can be reduced to the amount they could be sold for
in a fire sale upon liquidation of the business. How much to reduce
the amounts for things such as inventory and accounts receivable
would depend on their respective turnover rates. Amazon.com’s in-
ventory, for example, turns so quickly (24 times a year) that even in
a fire sale the company would probably be able to get rid of it at
pretty close to cost (the amount listed on its balance sheet). Some
of GE’s inventory, which turns only eight times per year, might have
to be sold at a loss.
     Even those adjustments may not serve as an accurate basis for
financial valuation, however, because of another accounting princi-
ple: the principle of economic or monetary exchange. A business
enterprise may have financial value derived from intangible assets
that are not recorded in the financial statements because they were
not attributable to any discrete economic exchange. For example,
only the cost of development of intellectual property (such as pat-
ents, trademarks, and copyrights) is recorded as an asset on the bal-
ance sheet even if the property is worth billions of dollars in the
form of brand recognition or customer loyalty.
     You undoubtedly recognize the GE brand name, for instance,
and collective consumer recognition is certainly valuable, but you
will not see any line item for GE’s brand names and associated in-
tellectual property on its balance sheet. The same is true for com-
pany know-how, employee capital and education, and similar items
increasingly crucial to many companies in a wide variety of busi-
nesses, particularly but not exclusively companies such as Microsoft
and Amazon.com.
     These sources of value are referred to as economic goodwill, a
                                             You Make the Call        137

bundle of intangible assets that enable a business to generate su-
perior returns on equity, investment, and assets. They can, as was
noted before, create a franchise or branding power that enables a
business to increase prices without hurting total sales volume. Dis-
ney, for example, can raise ticket prices to Disneyland without hurt-
ing attendance.
    Another sort of goodwill is called accounting goodwill. This is a
record of prices paid for businesses a company acquired at a pre-
mium to book value. The economic value of accounting goodwill is
even trickier to appraise. If the purchase was a prudent one, the
value of the economic goodwill obtained is usually greater than the
amount of accounting goodwill. That is especially true because an-
other accounting rule requires that accounting goodwill be amor-
tized—reduced annually by specified amounts over future decades.
But again, if the businesses were smartly bought, the goodwill value
should rise over those years rather than, as the amortization sug-
gests, fall.
    Sidestepping the need for these adjustments to the balance
sheet, an old-fashioned rule of thumb championed by Ben Graham
says that a common stock carries a sufficient margin of safety if it
can be bought at a price equivalent to less than the company’s net
current assets,5 that is, a price equal to per share working capital.
This means that the buyer would pay nothing for the business’s fixed
assets. Such companies are so rare today that this tool in its pristine
form is of little use.
    But a modest variation retains the old rule’s conservative rigor
while still catching some fish. A business still qualifies if it can be
bought for its net current assets plus, say, half the original cost of its
fixed assets. Thus, the investor pays for net working capital at the
stated value and gets a 50% discount for all the other assets. In the
case of most companies today this would still be quite a low figure, but
some companies—particularly smaller ones—end up in your nets.6
    The potential trouble with these approaches is that they relegate
you to being a bottom fisher—the person trolling for very low priced
businesses. That is fine, but you need to be careful not to buy a
dying fish. Bargain hunting leads to disaster if all you get is a burst
of economic return but nothing in the long term. Prudent investors
hunt for stocks with fair rather than cheap prices and strong rather
than modest economic characteristics. As Warren Buffett advises, it
is better to buy a great business at a fair price than a fair business
at a great price.
138       Show Me the Money


    A neophyte investor’s mistake, in any event, is to assess business
value solely on the basis of the balance sheet, even after overcoming
the limits imposed by accounting principles. Unless you are indeed
valuing a company for purposes of liquidating it, what you really
want to know is not what its assets could sell for but what earnings
and cash they spin off.
    Graham recognized the limits of a balance sheet. Noting that it
is quite useful with respect to working capital position, Graham cau-
tioned that it is of less use concerning the carrying amount of fixed
assets, which he said “must not be taken too seriously,” and the
figure at which intangible assets are listed, to which he said “little
if any weight should be given.”7 He advised:
      It is true that in many individual cases we find companies with
      small asset values earning large profits, while others with large
      asset values earn little or nothing. Yet in these cases some at-
      tention must be given to the book value situation, for there is
      always a possibility that large earnings on the invested capital
      may attract competition and thus prove temporary; also that
      large assets, not now earning profits, may later be made more
      productive.8

    Accordingly, Graham concluded that “book value is of some im-
portance in analysis because a very rough relationship tends to exist
between the amount invested in a business and its average earnings,”
where the real money is.9


EARNINGS

Earnings refer to accounting earnings as reported on the “bottom
line” of an income statement. These figures are separated into basic
earnings per share and diluted earnings per share. Basic earnings
per share are the total earnings divided by the average number of
common shares outstanding during the period.
    Diluted earnings take account of the possibility that some con-
vertible securities and stock options could increase the number of
common shares outstanding. This reduces the earnings per share by
taking into account the conversion or exercise of those instruments.
Focus on the diluted earnings per share (and bear in mind that even
that figure does not always reflect full dilution or cost of stock op-
tions issued to managers, as we will see later).
                                           You Make the Call       139

     In assessing what the enterprise can do for you in the future,
you only have present and past earnings available. How can present
and past earnings guide an assessment of future earnings? Or which
of various prior year earnings or which combination is the “right”
level of earnings?
     In GE’s case, four recent annual diluted earnings per share were
$2.16, $2.46, $2.80, and $3.22; in Amazon.com’s, negative $.06,
.$24, $.84, and $2.18 per share.
     Perhaps you should use only the most recent period. But what
if, as with GE and Amazon.com, there is significant change in that
year compared to the prior years? One issue is, of course, why that
change occurred. Was it due to extraordinary factors that are unlikely
to recur?
     If that is the case, using the prior periods might seem appropri-
ate, though a more precise gauge for companies that periodically
experience such extraordinary occurrences is to lengthen the period
to seven to ten years to iron out those bumps. Alternatively, perhaps
the business is experiencing a steady positive or negative trend in its
earnings. In these cases, averaging the earnings over the last four
years makes sense. In GE’s case, that is about $2.66 (in Ama-
zon.com’s, negative $.83).
     All these issues obviously entail judgment, and on top of that
you must recognize that the estimate is about future earnings. Tak-
ing the average earnings over the past four years and projecting them
forward to the next four years requires a further forecast of the earn-
ings growth in the future period. Despite steadily rising losses, Am-
azon.com’s management expects profits within a few years (as
apparently do thousands of its stockholders, who at one point in the
early 2000s drove its market capitalization to over ten times the
combined totals of its profit-making archrivals Borders and Barnes
& Noble!).
     GE’s earnings growth rate was about 12 to 15% in the late 1990s.
You might cautiously expect similar or slightly slower growth in the
early 2000s. Taking a conservative view of the future could justify a
10% growth rate—roughly $3.50, $3.90, $4.30, and $4.75, or an
average of about $4.10.
     In estimating earnings, note again the limits of accounting rec-
ords. Accounting earnings result from subtracting cash expenses
plus noncash expenses such as depreciation and bad debt reserves
from gross revenue. This sounds simple, but the exercise entails
making a number of decisions about how various events are ac-
140       Show Me the Money


counted for. Accounting earnings are affected by a host of account-
ing conventions, including, for example, the method of computing
the cost of goods sold, the method of depreciating fixed assets, and
policies concerning allowance for bad debts.
    But imperfect accounting rules are still effective. With respect
to earnings (as distinguished from, say, book value), accounting rules
work when properly and consistently applied. Even if depreciation
expense for fixed assets such as computers is not a perfect gauge of
the future costs of replacing them when they wear out, for example,
it does capture a minimum reasonable amount that must be rein-
vested in the business to maintain its sales level and competitive
position in the future.
    Once a representative earnings figure is selected, the earnings
must be discounted. Doing this requires a suitable discount rate
(conventionally called the capitalization rate or cap rate). It is the
rate of return required to compensate for the risk of making the
investment, and so it is equal to the risk-free rate (that available on
U.S. Treasury obligations) plus an additional amount to reflect the
particular risk of the business.
    Assume you determine that GE’s expected earnings over the next
four will be about $4.10 per share. The price you are willing to pay
for the right to that $4.10 per share in the future is a function of
the rate of return necessary to compensate for the risk that the $4.10
per year will not materialize. It will equal the risk-free rate—say,
3%—plus a premium to induce you to take the risk of owning GE
stock.
    A robust debate centers on what the right cap rates are for dif-
ferent businesses and types of investments. In general, the lower the
risks involved in a particular type of business, the lower the cap rate.
For example, if there is a high degree of certainty that a business
will continue to perform as it has in the past, a cap rate in the range
of around 10% is appropriate. For businesses that present moderate
degrees of risk, a cap rate in the range of 15 to 25% is better. For
particularly risky businesses, those where uncertainty about future
success is great, an appropriate cap rate could range from 30 to 40%
up to 100%.
    Businesses whose earnings fluctuate widely in the ordinary
course may be seen as subject to a greater risk that estimated earn-
ings will vary. For example, banks and insurance companies whose
assets consist largely of cash or investments are more exposed to
cycles of economic change and may warrant a discount rate in the
                                           You Make the Call        141

range of 8 to 12%. Consumer products businesses—those selling
foods and detergents, for example—tend to remain more stable dur-
ing periods of both boom and bust and thus generally warrant a
lower-risk cap rate in the range of, say, 6 to 8%.
     In addition to depending on the risk-free rate of interest, an
appropriate cap rate takes into account the rate of economic growth
in the overall economy. During periods of steady economic growth
and industry expansion, risks are relatively lower. During economic
downturns, growth is less likely, even steady earnings are less likely,
and there is a greater likelihood of overall earnings contractions. In
such an environment, risk rises, and you should choose higher cap
rates.
     Therefore, the rules of thumb for cap rates have to be set ac-
cording to the risk-free rate, the risks of a particular business, and
those of industry in general. Equally important, we must adjust the
cap rate to allow for future variations. If interest rates rise or the
economy slows, for example, the cap rate will have to be increased,
and vice versa.
     The difficulties in estimating earnings and selecting a cap rate
relate back to your circle of competence. Just as an appreciation of
economic history is essential, knowledge of the operating context is
indispensable for the forecasting exercise. GE, Microsoft, and Am-
azon.com all look exceptionally well managed, with Amazon.com
even scoring some knockout points in the key ratios, though GE and
Microsoft also make money from good management.
     GE is a money machine, particularly in its capital financing di-
vision. It delivered steady earnings increases throughout nearly all
its 100 years and every year during the last 20. Its diverse businesses
and leadership in virtually all of them suggest a reasonable basis for
forecasting continued steady earnings generation in the future,
though that is never free from doubt because of evolving economic
environments. With GE’s distinguished performance, however, a
modest cap rate is perfectly reasonable.
     Let’s assume GE warrants a risk premium just above the risk-
free rate—say, 5%—and apply it to our estimate of average future
earnings of about $4.10. An estimate of GE’s value can be made
simply by dividing the earnings estimate by the cap rate, in other
words, $4.10 divided by .05, which equals $82 per share.
     If we took a slightly more aggressive guess about GE’s earnings
prospects, our valuation would look different. Suppose, for example,
we forecast the earnings at $5.00. Still using the cap rate of 5%
142      Show Me the Money


would give us a value per GE share of $100 (5.00/.05). If you go
further and deem a lower cap rate of, say, 4% more appropriate given
GE’s prowess and current business opportunities and conditions, the
value per share shoots up to $125 (5.00/.04).
    This play with the numbers gives a valuation for GE with a fairly
wide range of $82 to $125. The range is broader yet if we take a
more pessimistic view. If you use only the average earnings of the
past four years of $2.66 and stick with our original discount rate of
5%, the valuation is about $53. If you believe the road ahead is
riskier than the road just traveled so that a cap rate of, say, 6% is
more suitable, the value becomes $44 per share, generating a “Texas
range” from $44 to $125.
    The selection of your earnings estimate and discount rate is cru-
cial to this exercise. (A plausible range of values for Amazon.com,
for example, starts from zero and goes to a few hundred dollars!)
But even if you make those selections ruthlessly, your result cannot
be the “answer” to the question of what a share of such stock is
“worth.” After all, there are plenty of steps in the process where your
judgment could turn out to be wrong.



SILVER BULLETS AND THE MARGIN OF SAFETY

Most people agree that discount rates are driven by the risk-free rate
of interest in effect from time to time, usually that available on U.S.
government bonds that are deemed free of any default risk. This
could range from the prevailing rate of about 3%, to the historical
average of about 3.5%, to the present rate on inflation-protected
government bonds of about 4%. Some people use bonds of shorter
durations (such as 30 days instead of 30 years), but since equities
are inherently long term (i.e., corporations have perpetual duration),
it is probably better to use the long bond.
     After settling on a risk-free rate, you then add a premium for
your stock. The tendency is to look at the average rates of return on
equities overall for long periods of time, which has been roughly 7%.
That gives you an average risk premium of 3 to 3.5%, which must
be tailored to the individual stock you are investigating. The rules
of thumb mentioned above get you a long way here, though you
should know that many try to be very precise about these matters.
                                           You Make the Call       143

Believers in the modern finance stories discussed earlier, for exam-
ple, multiply the market risk premium by a stock’s β to come up with
an appropriate discount rate.
    All this disagreement and the examples we’ve just gone through
show you that there is plenty of play in the valuation enterprise. Tiny
variations in your assumptions take the bottom line in widely differ-
ent directions and magnitudes. A 1% change in your guess about the
market premium, for example, throws off an appropriate level for the
S&P Index by about 200 points (and more if you also play around
with your estimate of future earnings growth rates).
    Your best approach remains artistic judgment rather than sci-
entific precision. Phil Carret made it one of his investing command-
ments to “ignore mechanical formulas for valuing securities.”10 Sorry
to disappoint you if you expected magical solutions and think you
haven’t gotten them. In a sense, though, magic is what you get.
    Graham delivered the silver bullet of investing when he said the
three most important words in investing philosophy are “margin of
safety.” Recognizing that it is essentially impossible to pinpoint the
precise intrinsic value of a business and that the best you can do is
compute reasonable ranges of value based on reasonable assump-
tions, Graham thought you should give yourself a break by making
sure the price you pay is way lower than the low end of your valu-
ation estimate.
    Graham called the margin of safety the central concept of in-
vestment because its essential function is to render an accurate es-
timate of the future unnecessary. In using it, you need not stress or
struggle over the precise way to define the “right” risk premium,
earnings, or discount rate so long as you have a reasonable approx-
imation of what makes sense. Its secondary function is to absorb the
effect of error in your assumptions—and remember, even tiny errors
cause huge effects—as well as the effect of plain bad luck.
    Graham observed that most investing errors are made not so
much by paying too high a price for high-quality stocks as by buying
low-quality stocks during times of economic prosperity (much as in
early 2000s America). Indeed, Graham repudiated a strategy that
overemphasizes what the fashion plates of finance call growth stocks.
If you can get the same margin of safety by carefully estimating the
future of growth stocks, more power to you, but the danger is that
growth stocks tend to be favorites and favoritism in stocks is mea-
sured by high prices that steal safety margins.11
144        Show Me the Money


    Graham said the margin of safety principle ultimately served as
the touchstone in distinguishing between investing and speculation.
Those who deny the difference between price and value or fail to
get a margin of safety take their seats at the roulette wheel. Place
your bets!


CASH

The same judgment can be applied to the cash a company is ex-
pected to generate and pay to shareholders in the future. The cash
dividend–based approach to valuation was championed by John Burr
Williams, who argued as follows:

      Earnings are only a means to an end, and the means should not
      be mistaken for the end. Therefore we must say that a stock
      derives its value from its dividends, not its earnings. In short, a
      stock is worth only what you can get out of it.
           In saying that dividends, not earnings, determine value, we
      seem to be reversing the usual rule that is drilled into every
      beginner’s head when he [or she] starts to trade in the market;
      namely, that earnings, not dividends, make prices. The apparent
      contradiction is easily explained, however, for we are discussing
      permanent investment, not speculative trading, and dividends
      for years to come, not income for the moment only.
           Of course it is true that low earnings together with a high
      dividend for the time being should be looked at askance, but
      likewise it is true that these low earnings mean low dividends in
      the long run. On analysis, therefore, it will be seen that no con-
      tradiction really exists between our formula using dividends and
      the common precept regarding earnings.12

     Williams indicates that dividend discounting and earnings capi-
talization give the same answer (or range of answers) to the question
of what a share of stock is worth.
     This is the case because dividends are a subset of earnings. A
corporation can deploy its earnings either by paying them out to
shareholders as dividends or retaining them for reinvestment in the
business. If the retained earnings generate a return equal to the cap
rate, the value you get from capitalizing the earnings stream will be
the same as the value you get from discounting the dividend stream.
     Indeed, valuation by discounting dividends is analytically iden-
                                            You Make the Call        145

tical to the capitalization of earnings technique. An assumed divi-
dend payment is divided by an assumed discount rate, just as an
assumed earnings level was divided by an assumed cap rate. In each
case, the questions are (1) What does the expected stream look like
in terms of amount and growth? and (2) What is the risk that the
amount and growth will not be realized?
     The conceptual difference between the two techniques is that in
discounting dividends you assume that the value of a share of stock
is the present value of the expected dividend payments on it from
now until doomsday. This makes sense because the value of the stock
consists of the payment stream it yields while it is owned and when
it is sold.
     The only reason there will be a gain on sale is that some other
investor wants to buy the payment stream, and so on. These inves-
tors may or may not be correct or even rational in that determi-
nation, but it is precisely differences in valuation judgments that
lead to such exchanges anyway. As a result, the value of a share of
common stock resides solely in its expected stream of cash divi-
dends.
     Discounting dividends is just as difficult as capitalizing earnings
because both require selecting a highly sensitive discount rate. For
dividend discounting, many people try to minimize this difficulty by
using the subject’s weighted average cost of capital. But that is not
a uniquely correct number, and calculating it requires just as much
judgment as they are trying to escape.
     Calculating the weighted average cost of a company’s indebted-
ness is relatively easy: It is the average interest rate on all long-term
obligations weighted according to the various amounts of principal
outstanding on each type of debt. Figuring out the cost of a com-
pany’s equity capital is far harder.
     The cost of equity is usually defined by what the market expects
the annualized return on the stock to be, combining price appreci-
ation and dividend payout. But what are we really doing here? In
determining a stock’s value, we are trying to figure out what the
return is going to be. If your key variable in that figuring is what the
market expects, you are begging the question. You are assuming the
answer rather than analyzing the question.
     You are better off forming your own value judgment. There is no
formula to tell you the answer, as these examples emphasize. Your
only friend at that point is the Graham-Buffett margin of safety, not
Mr. Market (you may be fallible; we know Mr. Market is).
146       Show Me the Money



MARKET CIRCULARITY

The greatest deficiency in using market metrics for valuation is the
problem of circularity. To say that a share of Exxon-Mobil is “worth”
what the stock last traded for tells you nothing about how that last
trade was valued. Of course we know how it was priced: by the forces
of supply and demand in the stock market. We also know from Part
I that those forces are far from rational; are infected by emotion,
psychology, and noise; and may even be chaotic.
     But that is all we know. None of this tells you whether the price
is a product of analysis or hope or fear, is a product of discounting
expected future earnings or cash flows, or is based on a determined
multiple of book values or on hunches and guesses.
     You can try to penetrate the problem of market circularity by re-
membering John Burr Williams’s point that the value of any asset is the
amount of cash flow it will generate in the future, discounted by the
probability that those flows will materialize. You could argue that a col-
lection of comparable assets yields a particular return and use that
comparable return as the discounting factor. But not only are you left
with the challenge of defining comparable assets, you still have not de-
termined the basis on which those comparable assets have been valued
(other than, again circularly, by the market’s collective judgment).
     Countless books and articles have been written about how in-
terest rates and other returns are determined by the market, but no
one knows for sure. Interest rates vary according to people’s collec-
tive inclination to borrow for immediate consumption or invest for
future consumption (say, at retirement). These inclinations are
shaped not only by roughly quantifiable conditions such as produc-
tivity and returns and the supply of money but by behavioral and
psychological conditions that are virtually impossible to measure and
in any event are highly unstable.
     People undoubtedly have specific expectations about returns
from assets, but those expectations vary widely. Current survey data
show that people who lived during or in the aftermath of the Great
Depression now expect average annual returns on stock portfolios
that are in line with their averages in the postwar period of close to
10% while younger people with only history lessons rather than per-
sonal memories of that period expect returns in line with those of
the 1990s of closer to 20%. (A similar gap has existed in other pe-
riods, such as the late 1960s.)13
                                            You Make the Call        147

    Neither of these groups is correct, for it is logically impossible
to say that any person is correct about the future. But these sorts of
expectations—founded in the infinitely complex map of human psy-
chology and experience—furnish the underpinnings of the returns
the market generates. Great expectations are inherently unreliable,
and the circularity of market metrics remains impenetrable.
    Once you have made the call about value, you have to go to Mr.
Market to see what prices he is offering. While there, compare your es-
timation of value to a few price ratios before making a final decision.
    There is no guarantee that stocks with low price ratios offer value
higher than their price, but they are a good place to look. Nor do
high price ratios automatically mean a stock is unattractive, since
price still may be lower than value.14 Businesses with attractive op-
erating climates, liquidity and performance measures, and earnings
records deserve a close look, particularly but not exclusively if all
the price ratios are low and the return on equity is high.

Price/Book Ratio
The relationship between a company’s stock market price and its
book value is called the price/book ratio (P/B ratio). It is equal to the
market price per share divided by book value per share.
    Comparing the P/B ratio of one business with its peers is a way
to gauge how investors regard that business compared to others or
the industry average. Higher P/B ratios mean that investors regard
the stock more favorably.
    The average P/B ratio for publicly traded stock in the early 2000s
is around 2 to 3.5, with older, industrial companies (such as steel
companies) sometimes trading at P/B ratios near or below 1 and newer,
technology-oriented companies (such as computer software manufac-
turers) sometimes trading at P/B ratios as high as 20 or more.
    In our crop, Amazon.com’s P/B ratio leads the league at above
40, with Microsoft at about 15 and GE at 10. While none of these
fits the bill, if you find a stock trading below a P/B ratio of 1, you
can buy that stock for a price below the company’s net worth. Such
stocks are rare and certainly warrant further investigation.

Price/Sales Ratio
For most companies, a strong relationship between a company’s
value and its sales levels should exist. Sales drive growth. More sales
148       Show Me the Money


mean more earnings. A company cannot grow faster than its sales,
but it can grow more slowly with poor management, which will be
reflected in poor efficiency and performance ratios.
    The sales figure is also less affected by accounting conventions.
Since it is the top-line number on the income statement, pretty
much the only accounting rules affecting sales relate to the timing
of their recognition. While that can be manipulated to an extent (this
is discussed further in Chapter 10), it is far purer than the bottom-
line earnings number, which can be affected by scores of accounting
conventions.
    Calculate the price/sales ratio (P/S ratio) by dividing the stock
price by the sales per share (this is not commonly reported in finan-
cial statements but is an easy calculation to make). Alternatively, you
can follow the conventional but equivalent method of dividing the
total market capitalization (price times shares outstanding) by the
total sales. Either way, if you can buy a stock for a price that is equal
to or less than the company’s sales, you are on your way to getting
a good margin of safety.
    In our group, Microsoft is richly priced compared to its sales at
a P/S ratio of about 20, with Amazon.com also heftily priced at about
15, and GE at about 5. No bargains exist on these numbers, but
again, if you can find a company with a low P/S ratio, particularly
one that also has high profit margins, you are getting good value for
money.

Price/Earnings Ratio
Investors commonly use market prices to compare businesses by re-
lating trading prices to earnings per share. This is called the price-
earnings ratio (P/E ratio), and it is computed by dividing the market
price of a share of common stock by the company’s earnings per
share. The limitations of using the earnings multiple for valuation
and the ruthlessness required to specify a cap rate explain the pop-
ularity of P/E ratios as guides for selection.
    In general, higher P/E ratios suggest that investors are more op-
timistic about a company’s prospects than they are about comparable
businesses with lower P/E ratios. The historical breakpoint for high
and low P/E ratios has been 15—above that was high, and below it
was low. Very high P/E ratios (anything above 50) imply loads of
optimistic investors swooning over a company’s prospects. However,
the relative levels of P/E ratios also vary with a company’s growth out-
                                             You Make the Call        149

look, industry, relative maturation (rookie, vintage, or classic), and
accounting policies used in calculating net income. Don’t count on
P/E ratios being comparable across companies.
    The P/E ratios of our group of companies fluctuated wildly dur-
ing the 1990s and early 2000s, along with the volatile overall market.
But suppose the market price of a share of common stock sits be-
tween 25 and 50 and suppose its average earnings per share are
around $1.00. The P/E ratio thus has ranged from 25 to 50. The
implied cap rate hovers between 2% and 4%. Does that mean you
should use such rates? Why would it? But suppose a stock had a P/E
ratio of 5. Now that sounds like a deal with a thick margin of safety.

Economic Value Added
Consider an all-industry metric created (and trademarked!) by a
business consulting firm that apparently has realized that the mar-
ketplace is thirsting for new tools to justify all kinds of crazy ideas.15
The tool has been cleverly named “economic value added” (EVA). It
says that a company’s performance can be evaluated in terms of
whether returns on capital are higher than costs of capital. If they
are, value is being added.
    Though the components of the EVA calculation are simple to
state—the company’s return on capital minus its weighted average
cost of capital—we already know that pinning down the latter is a
lot harder than it sounds.
    For EVA, the weighted average cost of capital could be defined
simply as the appropriate discount rate at which to value the com-
pany, but that doesn’t escape the circularity trap. Or it could be the
cost of the company’s indebtedness—the average interest rate paid
on its debt during the measured period. But if that is all it is, then
EVA is just another name for leverage.
    If it includes a mixed measure of the cost of debt and the ex-
pected return on equity, the measure not only still has the problem
of circularity but also gets nonparsimonious. All it really tells you is
by how much a company beat expectations. If return on equity last
year was 10% and the market this year expects the same 10% but the
company actually has delivered 12%, EVA says it increased value by
an additional 2%—but you don’t need a name like EVA to tell you
that.
    Worse, part of the motivation to develop tools such as EVA was
to overcome earnings management techniques: managerial manip-
150        Show Me the Money


ulation of revenue recognition timing, restructuring charges, and
others discussed in the next chapter. These techniques proliferate in
proportion to investor emphasis on (or obsession with) whether a
company meets analysts’ earnings expectations. EVA exacerbates
rather than solves the problem, because it applauds managers only
when they exceed expectations.
     Moreover, if EVA is intended to measure a company’s ability to
generate profits for shareholders on the amount of their invested
capital, it potentially suffers from the same weaknesses of traditional
financial ratios: They all rely on the integrity of the underlying ac-
counting data used to calculate profit. EVA tends to increase rather
than reduce pressure on managers to manipulate (or make up) num-
bers.
     None of this denies the underlying insight of EVA: assessing
performance based on how much extra return is generated from a
dollar of investment. Indeed, in evaluating managerial performance,
we should deduct from reported results a charge for the capital em-
ployed in producing them (something rarely done, especially in con-
nection with reports and rewards of stock options tied to returns, a
subject discussed in Part III). For some companies—Coke under
Roberto Goizueta, for example—returns on capital are so impressive
that even with difficulties in pinning down the cost of capital, there
is no question that returns exceed costs by impressive distances.16
     Obsession with EVA puts a false premium on precision, just as
the tools of modern finance discussed earlier do. Though he believes
in the basic idea underlying EVA, Warren Buffett often says he pre-
fers to be approximately right than precisely wrong. Speaking pub-
licly at the Berkshire Hathaway 2000 annual shareholders meeting,
Charlie Munger put it more epigrammatically with a characteristi-
cally ungloved denunciation of EVA: “bullshit.”

   Graham’s comments on market price and business value are
worth memorizing:
      The accepted idea that a common stock should sell at a certain
      ratio to its current earnings must be considered more the result
      of practical necessity than of logic. The market takes the trend
      or future prospects into account by varying this ratio for differ-
      ent types of companies. Common stocks of enterprises with only
      slight possibilities of increasing profits ordinarily sell at a rather
      low price-earnings ratio (less than 15 times their current earn-
      ings); and the common stocks of companies with good prospects
                                           You Make the Call           151

of increasing the earnings usually sell at high price-earnings ra-
tio (over 15 times the current earnings). . . .
     When neither boom nor deep depression is affecting the
market, the judgment of the public on individual issues, as in-
dicated by market prices, is usually quite good. If the market
price of some [stock] appears out of line with the facts and
figures available, it will often be found later that the price is
discounting future developments not then apparent on the sur-
face. There is, however, a frequent tendency on the part of the
stock market to exaggerate the significance of changes in earn-
ings both in a favorable and unfavorable direction. This is man-
ifest in the market as a whole in periods of both boom and
depression, and it is also evidenced in the case of individual
companies at other times.
     At bottom the ability to buy [stocks] successfully is the abil-
ity to look ahead accurately. Looking backward, however care-
fully, will not suffice, and may do more harm than good. Com-
mon stock selection is a difficult art—naturally, since it offers
large rewards for success. It requires a skillful mental balance
between the facts of the past and the possibilities of the future.17
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                                       C h a p t e r 1 0

     MAKING (UP)
     NUMBERS



     A     ccounting shenanigans have plagued bookkeeping since it was
           invented by Luca Pacioli in 1494, and there is no reason to ex-
     pect that the next 500 years will stray from the historical pattern.
     No amount of rule making—from accounting, auditing, or else-
     where—can ensure the integrity of financial reporting. Rules cannot
     eliminate managerial discretion, and there will always be the possi-
     bility of imaginative, unorthodox, creative, and even fraudulent fi-
     nancial reporting.
          Investors and managers should expect it and, instead of wishing
     it away, take pains not to be its victims or accomplices. Just think
     of the notorious accounting frauds of relatively recent memory—
     from Leasco, National Student Marketing, and Penn Central in the
     late 1960s and early 1970s to Cendant, MicroStrategy, and Sunbeam
     in the late 1990s and early 2000s. These frauds sting investors, and
     managers who engage in them should know they will be caught,
     punished, and made to pay (though investors will not profit in the
     process).
          The nonfraudulent cases are often the trickier to deal with. They
     consist of a variety of smoothing techniques designed to massage the
     whole range of financial numbers, from the ratios discussed previ-
     ously to income itself. Income smoothing, also known as earnings
     management, exploits the flexibility of generally accepted accounting
     principles to classify transactions or allocate them by time period to
     achieve favorable financial reporting.


     PERENNIALS

     SEC Chairman Arthur Levitt delivered a series of major speeches in
     the late 1990s and early 2000s identifying several long-standing ac-

                                                                        153

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154      Show Me the Money


counting issues that are hallmarks of earnings management. These
techniques are as old as accounting itself and have been used to full
advantage (sometimes appropriately, often not) by managers over the
centuries. Yet the contemporary problems are heightened, according
to Levitt, by a managerial obsession with meeting consensus earn-
ings estimates formulated by the increasingly influential profession
of investment analysis.
    This dizzying obsession with “making numbers” is documented
by the accounting professors David Burgstahler of the University of
Washington and Ilia Dichev of the University of Michigan.1 They
show that about one in ten managers facing small declines in earn-
ings manage to show earnings increases, and that about four in ten
facing negative earnings manage to report positive earnings! The ob-
session with “making numbers” leads managers to make them up.
    Levitt singled out five issues of particular concern, giving each
a catchy phrase intended, one supposes, for both poetic and mne-
monic value.


•	 Big bath. Big bath accounting is a particularly aggressive version
   of earnings management that is sort of a financial face-lift. It
   lumps major events adversely affecting income in current periods
   to facilitate improved financial appearances in succeeding periods.
   It is particularly common in, but by no means limited to, costs
   occasioned by acquisitions, divestitures, reorganizations, and other
   extraordinary organic business changes. These transactions call for
   numerous accounting judgments in regard to both timing and clas-
   sification. Managers often expense as much of the potential cost
   of a transaction at the time it is consummated as possible. It’s also
   tempting to give current earnings a “big bath” in one year to create
   a brighter-looking future when the year is so dismal anyway that
   investors have written it off (this happens all the time, even at
   otherwise reputable companies).
•	 Merger magic. This describes a subset of creative accounting in
   acquisitions. If a business buys another business for a price higher
   than the seller’s book value, the buyer in most cases must record
   an asset called accounting goodwill (discussed in the last chapter)
   and amortize that account as an expense over future decades. That
   reduces earnings over that period. To minimize the reduction, a
   buyer’s manager can allocate some or a lot of that excess to other
   things, most notoriously to in-progress research-and-development
                                        Making (Up) Numbers       155

   (R&D) costs. Accounting rules require such R&D costs to be ex-
   pensed when incurred (rather than amortized), and so many buyers
   allocate that excess as a one-time expense at the merger time even
   when that allocation defies business reality.
•	 Cookie jar reserves. This entails the overestimation or underesti-
   mation of things such as sales returns by publishers, probable loan
   losses of lending institutions, and warranty obligations for manu-
   facturers. The incorrect estimation enables managers to adjust and
   smooth out earnings as actual earnings vary from expected earn-
   ings period to period.
•	 It’s not material. The materiality principle requires the reporting
   of items that are material and allows the nonreporting of items
   that are not. Materiality is not an absolute concept but entails
   making judgments. A standard legal formulation for public cor-
   porations under federal securities laws is whether an item would
   be important to an investor in making an investment decision
   about a security (the accounting rule similarly asks whether it
   would influence a reasonable person’s judgment). Judgments con-
   cerning materiality are often guided by rough rules of thumb. One
   rule of thumb accountants and auditors often use in determining
   materiality is whether a particular item entails more than, say, a
   5% impact on a company’s earnings. But applying such a simple
   rule could lead to excluding things that are meaningful to a user
   of the financial statements in a qualitative sense.
•	 Wine before its time. This image of popping open a bottle of wine
   before it matures reflects the premature recognition of revenue.
   For instance, a toy manufacturer may tag goods in a warehouse as
   “sold” even though they are not and may never be sold, or a dis-
   tributor of cell phones may record revenue for merchandise that
   it shipped and received payment for but that is subject to free
   return by the buyer for a period of, say, 90 days.

    To address these manipulations, the SEC called for immediate
and coordinated action, seeking nothing less than a fundamental
change in American corporate culture. Levitt articulated a multifac-
eted program, beginning with instructing the SEC staff to scrutinize
financials for abuses of restructuring accounting and accruals for
losses and reserves. He asked the American Institute of Certified
Public Accountants (AICPA) to clarify auditing rules concerning
purchased R&D, large acquisition write-offs, and revenue recogni-
156      Show Me the Money


tion. He also instructed the SEC staff to focus on materiality not
solely in quantitative terms but also in qualitative terms, reject the
notion that materiality can excuse minor errors, and promulgate new
standards on revenue recognition.
    Levitt also called on private standard-setting organizations to join
the cause, particularly asking the Financial Accounting Standards
Board (FASB) to reconsider the definition of liabilities under gen-
erally accepted accounting principles. He encouraged the Public
Oversight Board to review and intensify its focus on the audit
committees of boards and recruit more members with financial back-
grounds (as opposed to legal, marketing and public service back-
grounds). He envisioned audit committees meeting more often and
asking tougher questions—what he called a “private sector re-
sponse.” He impaneled a blue ribbon commission to report on ways
to enhance the audit committee’s role and ultimately called upon
management itself and Wall Street to revitalize integrity in financial
reporting by cooperating and supporting these initiatives.
    This program emboldened the SEC to prosecute scores of en-
forcement actions against companies engaged in earnings manage-
ment of the sort Levitt highlighted. The SEC adopted tougher rules
governing audits, including a requirement that quarterly financial
statements be reviewed by auditors, and materiality rules that ex-
pressly deal with qualitative and quantitative dimensions.2
    Audit committees must now review and vouch for the accuracy
of financial statements, provide a report in proxy statements con-
cerning whether they signed off on the financial statements, state
whether a written charter spells out the committee’s duties, and sub-
mit any such charter to the SEC every three years. The stock ex-
changes adopted rules requiring listed companies to disclose
whether members of the audit committee are independent of man-
agement and requiring audit committee members to have a financial
background.3
    Levitt’s ambitious crusade is ongoing, and investors should sup-
port those who carry it out. No amount of effort, however, can elim-
inate the inevitable flexibility that generally accepted accounting
principles provide or the temptations or capitulations to which they
lead. It remains for the intelligent investor to monitor financial re-
porting with measured skepticism and stay alert to the possibility of
distortion. While the past is no guarantee of the future, it certainly
is prologue, and as early as 1936 Ben Graham lampooned corporate
                                            Making (Up) Numbers           157

America for its abuses of financial reporting, as have many since,
most notably City University of New York accounting professor Abra-
ham Briloff.4


SATIRE

Graham satirically hypothesized a phantom US Steel Corporation
adopting “advanced bookkeeping methods” to report “phenomenally
enhanced” earnings without any cash outlays or changes in operat-
ing conditions or sales. To update that illustration of accounting
chicanery, consider how a phantom company might today achieve
the same results by using techniques like those Levitt denounces.
Its press release and accompanying financial reports might look like
this:


E-America Dot.Com Announces Positive Earnings
E-America Dot.Com today announced positive earnings, stunning
Wall Street analysts whose consensus view estimated continued neg-
ative earnings for the start-up that went public last year. Its stock
price shot up 40% on the news. Though this response is usually re-
served for companies that report negative earnings, we believe it is
justified for the same sort of reasons—none.
     Rather than taking any action to increase sales or improve its
products, marketing strategy, distribution channels, or customer ser-
vice, the earnings increase was due to improvements in the manner
in which the company’s economic activity is recorded in its books.
These new bookkeeping methods report profits of $50 per share in-
stead of the $25 loss per share that otherwise would be reported. The
accounting improvements consist of the following steps:

     •   Modifying revenue recognition policies
     •   Adjusting reserves and treatment of returns
     •   Recording the value of market share as an asset
     •   Recording the amount of cash we “burn” as an asset
     •   Reporting in a different currency
     •   Refining the concept of materiality

    The Board of Directors of E-America Dot.Com, in collusion with
their auditors, reached the following conclusions in adopting this pro-
158       Show Me the Money

gram in a resolution unanimously approved at its board meeting this
week:
     The Board of Directors and its Independent Outside Auditors,
after careful study and review, determined that the accounting policies
and practices the company used since its recent initial public offering
ten months ago are outdated and do not reflect the kind of perfor-
mance managers of the company expect or predict.
     The Board and its Auditors, aided and abetted by a special audit
committee, determined that many other companies obtain a compet-
itive advantage in the capital markets by reporting accounting results
in terms of innovative, cutting-edge techniques and that the company
was penalized for failing to follow these best practices, referred to as
the “New Accounting.”
     Adopting the New Accounting will neutralize this disadvantage
and enable the company to increase its market capitalization without
the need for disbursing cash or changing any of its operating activities.
The changes adopted by the Board, with the attestation of its Audi-
tors, are as follows:


                      m o d i f y i n g r e v e n u e
                 r e c o g n i t i o n p o l i c i e s

Competitive conditions in our industry lead us to give generous credit
terms to our customers. These include giving them the right to return
goods to us for a full refund if they cannot resell them to the ultimate
consumer within 180 days. We formerly deferred recognizing the
revenue in connection with such transactions until after that 180-
day period passed on the grounds that no sale was complete until
then.
     But this old economy policy substantially reduced the amount of
reported sales reflected on our income statement. The Board decided
to treat those transactions as sales right away, on the grounds that
our sales team put tireless effort into generating them and should get
credit. (We can make adjustments for returns later, but for now we
would rather report the good news in the short term and defer the
bad news for the long term.)
     In particular, we will occasionally “park” inventory with our cus-
tomers, to whom we give unconditional return rights either orally or
in “side letters” kept separate from the sales documents. As a result
of this scheme, we will report much higher sales revenue and dramatic
increases in earnings. If adjustments must be made to smooth those
earnings, we will restate past earnings in subsequent quarterly reports
                                             Making (Up) Numbers            159

and disclose that these resulted from a problem with the “collectibil-
ity” of our accounts receivable.


            a d j u s t i n g r e s e r v e s a n d
               t r e a t m e n t o f r e t u r n s

In the financing arm of our business, we intend to reduce the amount
of reserves we record for delinquent and uncollectible accounts by
reporting them as current. To do so, we will in some cases simply
extend the due dates of our customers’ obligations. In others, we will
assume that we can repossess the items secured by these delinquent
loans whether or not that is feasible. This enables us to record far
lower reserves in our allowance for credit losses, thus increasing our
net income.
    Similarly, in all of our businesses, we will record customers’ re-
turns of merchandise as purchases of goods rather than charging
them against our reserves for returns. Another benefit of this new
policy is to increase our receivable turns, making our operations look
speedier and more efficient.


         r e c o r d i n g t h e                   v a l u e o f
      m a r k e t s h a r e a s                    a n a s s e t

A hot trend in the marketplace for traders and speculators is to assign
a value to Internet companies based on the percentage of their prod-
uct market their sales levels represent. This is necessary to justify the
stratospheric prices being paid for stocks of these companies in initial
public offerings and in exchange trading. After all, most of these
companies do not generate any earnings or even positive cash flows.
Staying ahead of the stampede, we are moving one logical step further
by listing the value of this market share on our balance sheet as an
asset.
     Every quarter we will gauge the amount of value the market is
giving us based on our market share and record that in an asset ac-
count called market share. This may seem like a “belts-and-
suspenders” policy given that our other New Accounting changes will
enable us to report actual earnings and actual cash flows which oth-
erwise would be negative. Nevertheless, we believe that this is what
shareholders and market players want, and we are just trying to co-
operate.
160        Show Me the Money


     r e c o r d i n g t h e a m o u n t o f
 c a s h w e “ b u r n ” a s a n a s s e t

Companies with negative cash flows sometimes get credit for the
amount of cash they raise and spend on researching new products.
This is especially true in the biotechnology industry, but we see no
reason why the logic of that approach should not extend to our busi-
nesses as well. Speculators and traders give substantial valuation
credit for this cash burn.
     Beginning today, we will treat the amount of our cash burn as an
asset on the balance sheet rather than as an expense on the income
statement. On the other hand, because of the significant impact that
the treatment of disbursed cash as an expense or an asset has on our
earnings, we reserve the right from time to time to alternate between
these treatments, depending on the trend in reported earnings from
quarter to quarter.



      r e p o r t i n g            i n     a     d i f f e r e n t
                                                  c u r r e n c y

We sell many of our products and conduct a clearinghouse operation
for other businesses in a barter exchange Web site on the Internet.
In lieu of trading (or bartering) such goods and services directly, how-
ever, exchange members use our trademarked “dot-com dollars,” is-
sued to them by us for the purpose of bartering. These dot-com dollars
have a face value far greater than the U.S. dollar and we propose to
record certain of our assets and sales transactions in dot-com dollars
rather than U.S. dollars, thereby substantially increasing the amounts
of reported assets and income (we are not fools, however, so expenses
and liabilities, of course, will continue to be reported in U.S. dollars).



        r e f i n i n g           t h e      c o n c e p t o f
                                            m a t e r i a l i t y

Lawyers and auditors often place great weight on whether some eco-
nomic event is material to our company or not. They define materiality
in terms of what a reasonable investor thinks about its impact on the
business or financial condition of the company. In the past, this led
us to report in our financial statements details that don’t really seem
                                            Making (Up) Numbers          161

to matter very much to the managers at our company or to other
owners of options on our stock.
    To reconcile managerial needs with the requirements of financial
reporting, the board adopted a new rule of materiality. Under it, no
economic activity is material to the company unless it impacts our
earnings by at least 5%. This rule is more definitive and reliable than
the old rule and will result in greater certainty in our bookkeeping
department. By applying this approach to materiality, we can ignore
a variety of burdensome reporting questions, thus saving (material)
basketfuls of money.

    As satire, the report from E-America Dot.Com reveals how atro-
cious and distorted aggressive accounting and earnings management
can be. (Most of the examples are based on actual cases.) However,
you will never see the kind of candor expressed in this news release
coming out of corporations. That kind of honesty is inconsistent with
the goals underlying the shenanigans.
    Accordingly, you will not recognize financial disingenuousness,
recklessness, aggressiveness, deception, or fraud when you see it un-
less you know how to look. You will find the following examples of
recent financial chicanery helpful and will benefit from constant pe-
rusal of the reports of financial deception chronicled virtually daily
in newspapers, newsletters, and reputable Web sites.
    In thinking about such charades, note that many frequently crit-
icized techniques are not always unlawful and do not necessarily
violate generally accepted accounting principles. Often, however,
they impair the integrity of financial reporting. Worse, a corporate
or financial reporting culture that condones aggressive practices cre-
ates the risk of degradation of financial reporting: What starts as
merely aggressive can create pressure that leads reporting over the
line and into the fraudulent.
    There is always pressure to engage in accounting shenanigans.
Many scandals suggest that irregular accounting is especially acute
at businesses with poor economic characteristics and those facing
tough competitive conditions. A company’s contractual profile may
increase pressure for aggressive or irregular accounting. Many loan
agreements, for example, contain promises by the borrower to main-
tain certain financial ratios, including debt-to-equity ratios and the
others discussed earlier, and can lead managers to meet those prom-
ises by finessing.
    Incentive compensation agreements triggered by meeting sales
or earnings targets may encourage accounting games. Similar pres-
162      Show Me the Money


sures emerge from settlement agreements, consent decrees, and the
other legal obligations a company faces. Planning for additional fi-
nancing can produce pretty pictures despite dismal performance.
More generally, in an investment climate obsessed with short-term
results, as Levitt cautioned, there is invariably pressure to sustain
steady increases in earnings growth.


CHARADES

There are lots of aggressive accounting techniques and opportunities
for difficult judgment calls, and so it would be surprising for any
two scandals to be identical.5 However, most accounting scandals
have a simple common denominator: Earnings are inflated. One of
the most common ways to inflate earnings is to treat as an expense
something that should be treated as an asset or a liability. This de-
ception hides the costs of doing business on the balance sheet so
that they never burden the income statement.
    Dissecting most accounting scams requires only a rudimentary
understanding of simple bookkeeping rules and their relationship to
financial statements. Double-entry bookkeeping requires a debit and
a credit in equal amounts for every transaction. The double entries
keep a balance sheet equalized (assets always equal liabilities plus
net worth) and reflect the direct relationship between income (rev-
enue minus expenses) and net worth.
    More particularly, increases in asset or expense accounts require
debits, and decreases in them require credits; increases in liability
or revenue accounts require credits, and decreases in them require
debits. These bookkeeping rules are invariant, and so short of mak-
ing up or not recording transactions, the trickery involves classifying
transactions as assets or expenses or as liabilities or revenues.

Pearson/Penguin
Consider how the Pearson conglomerate accounted for book sales
through its Penguin publishing division. Sales made on credit re-
quire two entries in equal amounts: a debit to Accounts Receivable,
the asset account, and a credit to Sales, the revenue account. Sub-
sequent receipt of the cash payment requires a debit to Cash and a
credit to Accounts Receivable.
    Penguin began granting 10% discounts off its list price to selected
                                        Making (Up) Numbers       163

buyers who paid their accounts early. Following bookkeeping rules,
receipt of those early cash payments called for a credit to Accounts
Receivable equal to 100% of the list price. Since the buyer received
a 10% discount on the price, the debits should have been made to
Cash for 90% of the list price, with the other 10% going to an expense
account. Adding it up, those 10% discount expenses would have re-
duced reported earnings.
    Instead of following these standard bookkeeping rules, Pearson
apparently recorded receipts of early payments as a debit to Cash
for 90% of the list price and a credit to Accounts Receivables for
90% of the list price, and so the 10% discount never showed up as
an expense. It simply remained part of the asset account—Accounts
Receivable—and artificially inflated reported earnings.
    While Penguin’s 10% individual discounts given on a per cus-
tomer basis may at first seem like small change, they aggregated over
six years to $163 million. Pearson’s management eventually discov-
ered the buried discounts when integrating Penguin and Pearson’s
newly acquired Putnam Berkley publishing house. Dirty bookkeep-
ing then turned into housecleaning.

Mercury Finance
In January 1997 Mercury Finance announced that it had overstated
earnings for the first three quarters of 1996 and for the whole of
1995 by a total of more than 100%. All corporate hell broke loose at
Mercury Finance, a company in the business of lending to consum-
ers with weak credit ratings. Its CEO and controller both left, a
turnaround specialist was recruited, and pending deals with the
Bank of Boston and Salomon Brothers were terminated. It lacked
cash to meet its maturing commercial paper obligations and teetered
on the edge of bankruptcy.
    The company and the consumer finance industry made headlines
every other day. Some commentators correctly noted that many com-
panies in high-risk businesses like Mercury Finance’s use “aggressive
accounting techniques”; other so-called experts incorrectly stated
that accounting in finance companies is “extraordinary complex.” It
is not all that complex.
    To lenders, loans are assets even though some loans are unlikely
to be repaid. Bad loans are an expense—a cost of doing business.
Expenses reduce net income. Estimating the amount of bad loans
may involve complex judgments, but the accounting is simple. The
164      Show Me the Money


portion of loans deemed uncollectible is recorded as an expense (a
debit). The credit is to an account called Allowance for Doubtful
Receivables.
    Instead of treating all bad loans as expenses, Mercury Finance
apparently decided that even if a borrower was not going to pay,
somehow the company would recover the money (by repossessing
the borrower’s car, for example). In the bookkeeping, a debit was
made to an asset account called Other Assets to reflect the right to
repossess rather than to an expense account to reflect that the loan
probably was never going to be paid. With fewer reported expenses,
Mercury Finance reported far higher earnings.
    A bright red flag flew over Mercury Finance’s financial state-
ments. The Other Assets account on its balance sheet rocketed from
$24.6 million at the end of 1994 to $121 million a year later. Even if
the account included other assets besides repossession rights, the
striking increase should have seemed peculiar to anyone with a little
accounting sense (or even common sense).

America Online
America Online’s asset- and expense-flipping imbroglio resulted from
treating disbursements for developing a subscriber base not as a cost
of doing business (an expense) but as an investment in the business
(an asset). While this is exactly what was done in the National Stu-
dent Marketing scandal of the late 1960s and early 1970s, there was
a judgment to make here.
    One could liken on-line services to newspapers and follow that
industry’s practice of expensing these costs, or one could analogize
to direct mail order companies and follow that industry’s practice of
capitalizing them—treating them as assets whose cost is allocated
over future accounting periods.
    In choosing between these treatments, the accounting issue is
whether the disbursements will contribute reliably to revenue gen-
eration in future periods. As it turned out, America Online could
not gauge for how long its new subscribers would remain customers,
and so there was no basis for saying the disbursements would in-
crease future revenue.
    Maybe it was reasonable for AOL’s managers and auditors to
make the judgment they made. After the horrible press coverage and
class action shareholder lawsuit that resulted, however, you can be
sure they regret it.
                                         Making (Up) Numbers       165

    As with Mercury Finance, a telltale red flag flew high: AOL’s
balance sheet showed an unusual asset called Deferred Subscriber
Acquisition Costs. Mushrooming to $385 million between August
1995 and October 1996, it became the largest asset on AOL’s balance
sheet. Angry shareholder agitation forced AOL to abandon the prac-
tice in the fall of 1996 and restate its earnings, wiping out about 80%
of owners’ equity.

Fabri-Centers
Judgment plays a critical role in corporate accounting decisions, en-
abling managers to persuade auditors and directors to accept their
position when choosing to expense or capitalize a transaction or
make other accounting decisions. Even when the managerial deci-
sion is accepted, full disclosure about the judgment should be in-
cluded in the company’s financial statements but isn’t always.
     If you have any doubt about the need for disclosing these diffi-
cult judgment calls, consider the enlightening story behind the set-
tlement of SEC charges against Fabri-Centers, an operator of over
900 retail stores, including the JoAnn Fabrics chain. Fabri-Centers
knew the daily sales figures at its stores but could not determine the
cost of goods sold or the profit margin until it conducted an annual
inventory, and so it estimated them, using the so-called gross profit
method of applying the prior year’s actual profit margin to calculate
quarterly profits for the succeeding year.
     During several quarters, however, heavy price competition sub-
stantially eroded the margin. Before the erosion was reported or pub-
licly disclosed, the company effected a public debt offering. The SEC
charged Fabri-Centers with inadequate disclosure about price com-
petition and its estimation practice in that offering.
     Under Fabri-Centers’ inventory system (it has since been mod-
ernized), a judgment about quarterly profit margins was necessary.
But those involved in the debt offering—aware that the quarterly
financial statements were unaudited and prepared in anticipation of
the offering—should have paid greater attention to the role that ac-
counting estimates played.

Sunbeam
Sunbeam committed a distinct but all too common type of accounting
fraud. Its widely publicized accounting machinations boiled down to
166       Show Me the Money


a series of so-called bill-and-hold transactions. During the winter
months, it recorded charcoal grill sales even though the grills were
not to be shipped until the spring. This manipulative maneuver en-
abled it to report higher sales in the winter.
    The accounting shenanigan took place near the end of the reign
of the self-proclaimed turnaround king Al Dunlap. Upon taking the
helm at Sunbeam—which was floundering from a substantial busi-
ness downturn—Dunlap fired half its workers and closed or consol-
idated more than half its facilities. Boasting that he aimed to “attack”
his company, Dunlap declared that his plan was as carefully plotted
as the invasion of Normandy. (Alas, Dunlap is no Churchill, and all
his plans for Sunbeam failed miserably.) With that kind of siege
mentality driving the company, accounting irregularities might not
have been inevitable, but they were certainly made more likely.

MicroStrategy
Sunbeam’s travails of revenue recognition have spread through other
businesses, especially the computer software companies that Levitt
singled out for special illustration. One of the most dramatic ex-
amples of the potential fallout occurred at the software company
MicroStrategy.
    MicroStrategy entered into several unusual contracts under
which it bought and sold something from the other party. The dual
deal enabled MicroStrategy to record revenue much earlier than ac-
counting rules permit and to obscure that accounting from the au-
ditors reviewing its books.
    Pressure from journalists compelled the company and its audi-
tors to scrutinize those contracts, and they ultimately decided the
earlier accounting had been incorrect. Shazam! When the company
finally came clean, its stock price plunged from $245 to $87 per
share (over a 60% wipeout). Who lost? Popeyed shareholders.

Cendant
Obfuscatory language in corporate disclosure signifies brewing trou-
ble. This is only one of the scores of lessons learned from the
notorious accounting scandal that unfolded in the late 1990s at Cen-
dant Corporation, a company formed by the merger in late 1997 of
CUC International and HFS Inc.
    CUC operated a members-only discount shopping service that
                                       Making (Up) Numbers       167

generated revenue through membership dues. On average, member-
ship clubs like these earn greater profits from long-term members
than from short-term members. Indeed, the tendency is to make zero
profit from members enrolled less than a year because they are typ-
ically entitled to a cancellation refund of dues.
     As early as 1989, CUC met with some accounting embarrassment
for its practice of recognizing as revenue the total amount of each
membership payment in the period it was received while expensing
amounts allocable to each membership over a three-year period. In
bookkeeping terms, it debited revenue while crediting both an ex-
pense account and some liability account, a mismatching that
boosted reported earnings.
     Although CUC retreated from that position after harsh criticism
by financial analysts and others, it continued practicing aggressive
accounting in other areas. Chief among these practices was its re-
porting technique for membership flow and annual renewal rates—
important information for gauging company prospects given that
newer members contribute little or nothing to the bottom line while
the real value is in long-term members.
     Among new members enrolled at the end of a given year, 70%
renewed, but the way CUC reported this in its disclosure made it
seem as if 70% of all members who joined during the year renewed.
Thus, if 100 members were in and out during the year but 10 re-
mained members at year end, the 70% figure meant that 7 renewed
even though it looked like 70 renewed—a tenfold difference in the
company’s prospects.
     This misleading disclosure represents only one egregious exam-
ple of numerous irregularities at the company, as a subsequent $2.8
billion settlement of an investor lawsuit and a forensic accounting
report later made clear. The report emphasized that these practices
manifested an overall culture of pernicious accounting practices.
Others included manipulating books relating to the percentage of
refundable membership dues, cash management, and even how the
merger between CUC and HFS that created Cendant was accounted
for.


CODA

Aggressive or irregular accounting is not a sign of business promise.
The trouble is, it is often hard to detect. Buffett quipped: “It has
168      Show Me the Money


been far safer to steal large sums with a pen than small sums with
a gun.”6 Steering clear of such robbery requires attention to man-
agers, who shape corporate culture. Some corporate cultures en-
courage laudable accounting practices, while others—as these chi-
caneries illustrate—encourage what Ben Graham called
“prestidigitation” or magical numbers.7 From National Student Mar-
keting to Cendant, the question is the tone of trust at the top, which
raises the subject of the next part of this book.
                                     P a r t I I I 


     IN MANAGERS
     WE TRUST




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                                         C h a p t e r 1 1

     GOING GLOBAL



     W      arren Buffett repeatedly emphasized the importance of invest-
            ing only with people you “like, trust, and admire” (the phrase
     appears over a dozen times in The Essays of Warren Buffett: Lessons
     for Corporate America). Ben Graham deemphasized this managerial
     factor in investment selection, but not because he did not think it
     was important.
         Graham’s trouble was the difficulty in measuring the manage-
     ment factor. He believed that until “objective, quantitative, and rea-
     sonably reliable tests of managerial competence are devised and ap-
     plied, this factor will continue to be looked at through a fog.”1 The
     best Graham thought an investor could do to gauge the management
     factor was to look at historical financial performance as it is reported
     in financial statements.
         At the same time, one of Graham’s key principles of investing as
     business analysis focused squarely on integrity. Graham implored
     investors not to entrust wealth to someone else unless either (1) the
     investor could supervise that person or (2) the investor had “unu-
     sually strong reasons for placing implicit confidence in his integrity
     and ability.”2 Graham was expressly talking about investment advi-
     sers, but the point applies equally to managers. After all, whether
     an investor uses an intermediary or not, her wealth is in the hands
     of business managers.
         A fog still clouds the view of managerial ability and trustworthi-
     ness, but consider two important points. First, the corporate gover-
     nance field has blossomed since Graham wrote, and many people
     argue that it now contributes clearer ways of thinking about and
     measuring managerial integrity and effectiveness. Second, Graham
     implicitly noted the importance of managerial trustworthiness when
     he deferred to the financial record as a gauge of managerial ability.
     As we just saw, the reliability of historical financial statements de-
     pends on managerial trustworthiness.
         While managerial ability and trustworthiness may not warrant an

                                                                         171

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172       In Managers We Trust


increase in your estimate of a company’s value, the weakness or
absence of these qualities certainly justifies the opposite. As Buffett
says: “Investors should pay more for a business that is lodged in the
hands of a manager with demonstrated pro-shareholder leanings
than for one in the hands of a self-interested manager marching to
a different drummer.”3
    To set the stage for examining managerial integrity and ability, it
is first useful to consider the standards of behavior managers are
held to both in the United States and around the industrialized
world. Much rhetoric characterizes discussion of these conventions,
but the reality is often at odds with it. Let’s take a brief tour of the
world stage of corporate governance before zeroing in on specific
indicators of pro-shareholder management.4


THE TWO-WORLD STORY

Customarily, it is believed that corporations in the United States and
the United Kingdom (U.K.) operate primarily for the benefit of
shareholders. This contrasts with corporations in Japan, Ger-
many, and other Continental European countries, where managers
are thought to operate for the common good—for the benefit of
shareholders, workers, creditors, and communities. At an abstract
level both generalizations are correct, but on closer inspection nei-
ther is.
    This comparison describes the U.S./U.K. approach as a share-
holder market model. In it, two internal groups constitute and reg-
ulate a corporation: managers and shareholders. Shareholders own
the corporation’s equity, the value of which fluctuates with the for-
tunes of the corporation. Managers consist of both the daily opera-
tors of the corporation (the officers) and those who oversee and
supervise those operations (the directors).
    The key problem in U.S. and U.K. corporate governance is the
separation of ownership from control that results from the
shareholder-manager dichotomy. Two broad sets of mechanisms ad-
dress the issues raised by this problem. Monitoring mechanisms ei-
ther impose duties on managers or empower shareholders to take
action against them. Exit mechanisms include, most importantly, the
free transferability of ownership interests, which enables sharehold-
ers to sell their stock and thus exit the corporation at will; this often
is called the Wall Street rule.
    Monitoring and exit mechanisms reinforce the financial and la-
                                               Going Global       173

bor markets, and vice versa. Shareholders can oust inferior manage-
ments because a market for managing and controlling corporations
exists. The free transferability of ownership interests—an exit mech-
anism—has contributed to the development of deep, liquid, and ac-
tive (if not efficient) capital markets. Disclosure laws in the United
States, which promote the transparency of corporations’ perfor-
mance, have substantially aided these market forces.
     Corporate transparency, coupled with the U.S./U.K. tradition of
at-will employment, also facilitates reasonably well-functioning labor
markets. For example, if managers perform poorly, corporate trans-
parency makes it more likely that shareholders will vote to oust them
and other corporations will not hire them readily.
     At the same time, however, managers can contract and expand
the employee base to enhance performance. Of course, labor unions
often gain substantial power through collective bargaining agree-
ments which contract and federal labor laws protect. That power
does not derive, however, from externally imposed regulation but
instead is the product of voluntary arrangements.
     Consumer product markets also contribute to the discipline of
corporate managerial performance by registering preferences which
eventually lead to corporate profits. Nonetheless, in the end, labor
markets are far from perfect, and it is not uncommon to see senior
executives earn staggering compensation despite mediocre or subpar
performance.
     The great American pastime of litigation reinforces these moni-
toring mechanisms. Shareholders are equipped with a vast arsenal
of legal claims, procedural devices, and legal and equitable remedies
to protect their interests. They benefit from a specialized group of
lawyers who not only bring direct, derivative, and class action suits
under both state and federal law but also identify and communicate
the bases for such actions and even finance them.
     The rights of other constituencies in a U.S. corporation differ
from those of shareholders. Contracts set employee, supplier, cred-
itor, and customer rights. The primary rationale for this treatment
is that in bankruptcy, shareholders are last in line after the claims
of all the other groups are paid off. This means that when managers
act for the shareholders they indirectly protect the interests of all
those claimants.
     The central finance characteristic of this market model is frag-
mented ownership of equity securities in corporations. An underly-
ing cultural aspect of the fragmented ownership structure generates
an entrepreneurial spirit which encourages widespread participation
174      In Managers We Trust


in equity investment in terms of both those who demand it (start-
ups and expanding enterprises) and those who supply it (venture
capitalists and investors generally).
     This ownership structure also rests on a cultural aversion to con-
centrations of power. The best examples are the Sherman and Clay-
ton antitrust acts that shut down trusts such as Standard Oil in the
climate of Theodore Roosevelt’s trust-busting populism. Another is
the Glass-Steagall Act, the Depression-era law that segregated the
industry of investment banking from that of commercial banking.
The repeal of that act in 1999 may reflect a degree of change in U.S.
attitudes, though it at least equally likely reflects the globalization
of the world economy, in which power is greatly diffused already;
the governmental efforts waged against Microsoft under the antitrust
laws suggest that such concerns remain prevalent.
     Contrast all this with the so-called bank/labor model used to de-
scribe Japanese, German, and other Continental European corporate
systems. Instead of the shareholder market model’s fragmentation of
ownership, the central finance features of the bank/labor model are
ownership concentration and substantial investment intermediation.
     Banks act as financial intermediaries by accepting individual de-
posits and compiling them for investment in corporations. Only a
relatively small number of these investing entities exist. This con-
centration of ownership and debt holdings reduces the pressure for
the development of actively functioning, deep, and liquid capital
markets. Moreover, nothing like the Glass-Steagall Act has prevented
the commercial and investment bank unity that mitigates this con-
centration of investment ownership.
     This centralization results in a small and powerful body of share-
holders and debt holders whose dual position requires few regulatory
governance mechanisms compared to the array of tools used to de-
fine the rights of various interests in U.S./U.K. corporations. Be-
cause a single bank acts as both primary shareholder and debt
holder, there is less pressure to choose between models that favor
either shareholders or other constituencies of the corporation.
     Also, less need exists for regulating governance mechanisms be-
cause of traditions that have put labor at the center of the gover-
nance structure rather than as a participant with contractually de-
fined interests. European nations are deeply committed to worker
protection, as evidenced by wage-setting policies and laws that make
firing workers difficult (in contrast to U.S./U.K. at-will employment).
These sorts of forces also explain why the disparity in compensation
                                                Going Global       175

levels between senior executives and ordinary laborers is relatively
narrower under the bank/labor model than it is under the market
model.
    In terms of formal governance, the German and Dutch version
of this model formally elevates labor as a third key participant in the
leadership of a corporation. These corporations operate with worker
councils which management must consult on a variety of matters
concerning corporate policy. German corporations generally have a
two-tiered board system which consists of a management board and
a supervisory board.
    The management board (Vorstand) manages the corporation, rep-
resents it in third-party dealings, and submits regular reports to the
supervisory board. The supervisory board (Aufsichtsrat) appoints and
removes the members of the management board and oversees the
management of the corporation. Under German law, employee-
elected and shareholder-elected representatives are represented on
the supervisory board in equal shares. While it cannot make man-
agement decisions, the supervisory board may determine that certain
actions or business measures contemplated by the management
board require its prior approval.
    The German dual-board structure is based on the concept of
codetermination (Mitbestimmung). According to this view, because
labor and capital codetermine a corporation’s future, labor should
protect its interests from within the corporate governance system
through formal representation on the supervisory board rather than
through contract or governmental regulation. Banks, which occupy
the unique positions of debt holder and shareholder, constitute the
other half of the supervisory board. Consequently, the separation of
ownership from control, a defining characteristic of the shareholder
market model, is expressly absent in the bank/labor model.
    In the bank/labor model, even sole shareholders may lack the
power to remove or replace management. This lack of power is es-
pecially pronounced under the two-tiered board structure prevalent
in Germany and the Netherlands, in large part as a result of the
work council regulations that have been adopted across Europe. The
European Union (EU) mandates that all members except the United
Kingdom require most of their corporations to establish procedures
for employee consultation and worker council formation.
    Many Continental European countries have gone beyond the EU
mandates to require that virtually all corporations establish and
maintain worker councils. Management must consult with these
176      In Managers We Trust


councils on major corporate policies affecting labor interests, in-
cluding layoff proposals and in many cases potential changes of con-
trol. Galvanizing this labor element in the corporate governance
model, the EU also requires that employment contracts follow busi-
ness assets when sold as a going concern so that a buyer of such
assets remains subject to those agreements by operation of law.
     Compared to the European model, the Japanese variation deep-
ens the roles of both labor and lender banks in the governance struc-
ture. As in Europe, banks tend to own the vast bulk of the debt and
equity of industrial companies. The distinguishing factual charac-
teristic is the Japanese production model that is called horizontal
coordination. Workers are generalists when it comes to the produc-
tion process and engage in a substantial amount of information shar-
ing and training throughout production. Limited specialization, how-
ever, requires high corporate investment in labor markets to develop
the necessary human capital.
     Japanese corporations thus face a higher risk of loss on invest-
ment from worker defection than do European and American cor-
porations. However, workers face the risk of acquiring nontrans-
portable, firm-specific skills. Corporations and workers have
addressed these risks by developing a system of lifetime employment.
This policy provides workers with permanent job security and affords
corporations a concomitantly restricted labor market.
     No binding contract guaranteed this mutual security system, and
so the Japanese model turned to corporate cross-ownership to pro-
vide the necessary structural protections. Industrial corporations in
Japan own substantial percentages of the securities of other indus-
trial corporations. The resulting ownership concentration is even
more centralized than it is in the European model, and it causes a
commensurate dilution of capital market disciplining power.


ILLUSIONS OF DUTY

So much for these polar stories. Reality suggests far more overlap
and universal looseness across advanced economies in regard to the
real beneficiaries of managerial duties—an important point for in-
vestors to understand.
    Corporate social responsibility remains an important dimension
of U.S. corporate governance. Direct efforts to improve the lot of
nonshareholder constituencies supplement the simple argument that
                                                Going Global        177

shareholder-based profit maximization helps all the other partici-
pants.
     Scores of organizations promote this direct approach in response
to the needs of corporate constituencies on a variety of issues, in-
cluding affirmative action, child labor, downsizing, the environment,
fair wages, privacy, sexual harassment, and the balance between work
life and family life. These organizations operate through employee
training and assistance programs, mission statements, and social re-
sponsibility audits.
     Social responsibility has reached the large organizational level.
For example, Business for Social Responsibility, an organization
founded in 1992, currently has over 1,400 corporate members with
aggregate annual revenues exceeding $1 trillion and total employees
of nearly 5 million. It features household corporate names such as
AT&T, Coke, DuPont, Federal Express, Home Depot, Motorola, and
Polaroid. Significant numbers of mutual funds and other institu-
tional investors also have committed to investing only in socially
responsible enterprises. Some investors claim that investing this way
maximizes shareholder wealth.
     Many corporations have followed suit and now emphasize their
social responsibility. There are well-known exemplars of the tradi-
tional left such as Body Shop and Ben & Jerry’s (taken over by Uni-
lever in early 2000 with promises to expand the social responsibility
commitments of the global consumer products giant). There are also
some surprising followers, such as Philips-Van Heusen Corporation,
which is headed by CEO Bruce Klatsky, an adviser on U.S. trade pol-
icy to the Bush and Reagan administrations. Hasbro, Reebok, and
Wal-Mart also are following this trend. This social emphasis is entirely
consistent with state laws, which mandate that directors act in the
best interests of the shareholders and the corporation as a whole.
     German law takes more seriously the idea that the beneficiaries
of directors’ duties include corporate constituents other than share-
holders, yet Germany also forbids directors from acting contrary to
shareholder interests and indeed often requires them to act in the
“aggregated shareholder interest.” German corporate law—which is
fairly representative of European countries on these points—and
U.S. law therefore contemplate the protection of all corporate con-
stituencies. Both prescribe this protection by imposing on manage-
ment the fiduciary duties care and loyalty.
     The duty of care requires the exercise of an informed business
judgment, which is taken to mean that directors must gather all the
178      In Managers We Trust


material information that is reasonably available to them. Informed
directors then must act prudently and reasonably in the discharge
of their duties. The liability of directors for breach of the duty of
care in most circumstances requires a finding by a court that the
directors were grossly negligent—quite a high standard that is akin
to driving while intoxicated. The duty of loyalty requires directors to
subordinate their personal interests to those of the corporation if a
conflict exists. Specific applications of this general duty vary among
economically-developed countries, but the variation is not much
more pronounced than are the nuanced differences between states
within the United States.
     The differences are thus more subtle between U.S./U.K. and
Continental Europe director duties than is often recognized. The
varying prescriptions address the content of those duties rather than
their discrete beneficiaries. They are “vertical,” intended to preserve
and expand the size of the corporate pie rather than address how it
is sliced or allocated.
     When the question is pie size, the interests of managers are pit-
ted against the interests of all the other constituencies, and so it is
not surprising that these vertical mechanisms differ little across the
borders of economically advanced countries. What is surprising is
that they also extend to situations where allocation is at stake, a
“horizontal” question that manifests itself most acutely when threats
to corporate control arise.
     Most U.S. state laws impose either a heightened standard of duty
on directors facing hostile takeovers or a heightened standard of
judicial review of director conduct. The issue in either instance is
whether the directors have acted in the best interest of shareholders.
While these heightened standards do not exist in German law, which
only requires directors not to act contrary to the stockholders’ in-
terest and to show regard for the common interest, this does not
mean that the heightened U.S. standard separates the American
model from the Continental model.
     Many states empower directors to consider the interests of non-
shareholder constituencies in numerous circumstances. For exam-
ple, although U.S. judges often remark that “shareholders come
first,” they simultaneously let directors consider the impact of cor-
porate decisions on constituencies other than shareholders, includ-
ing creditors, customers, employees, and sometimes as broad a group
as the general community.
     Judges sometimes mesh mandatory rhetoric with discretionary
                                                Going Global        179

reality even in extreme circumstances such as where managers fight
against a hostile takeover—one of the devices on the horizon in the
late 1960s that Ben Graham thought might operate as a disciplining
force on underperforming managers.5 For example, in the mid-1990s
the Delaware Supreme Court accepted the arguments of Time Inc.’s
directors, who resisted an unwanted takeover by Paramount, in part
on the ground that doing so was necessary to preserve the company’s
culture of journalistic integrity. Thus, despite even the most rigorous
judicial review of board actions, in takeover contexts, directors have
a great deal of latitude.
     Takeover laws do not require any particular action, such as an
auction, or impose on directors any duty to ensure that shareholders
get the highest price. The unifying inquiry in virtually all these cases
is whether a threat to the corporation exists, not solely or even nec-
essarily whether the shareholders’ interests are in jeopardy.
     For a dramatic example of what occurs under laws that look
beyond shareholder interests, consider the fight for corporate control
between AlliedSignal and AMP.6 AlliedSignal offered a 55% pre-
mium over the market price of AMP, a company whose profitability
had seriously dropped. AMP shareholders overwhelmingly supported
AlliedSignal, and within a month of the offer 72% of AMP’s out-
standing shares were tendered into it. Shareholder supporters in-
cluded the family of the company’s founder, Robert Hixon, and many
institutional shareholders, which owned approximately 80% of the
stock, including the Teachers Insurance and Annuity Association–
College Retirement Equities Fund (TIAA-CREF).
     Indeed, TIAA-CREF joined a shareholder group that sued AMP’s
board. That group took the extraordinary step of separately filing a
“friend-of-the-court” brief supporting AlliedSignal in direct litigation
between AlliedSignal and AMP. TIAA-CREF argued that AMP had
trampled on basic “principles of shareholder democracy.”
     Despite this overwhelming shareholder support for AlliedSignal,
AMP’s management successfully erected a series of defensive bar-
riers to the bid. Management took advantage of Pennsylvania laws
requiring directors to act in the best interests not of the sharehold-
ers, but of the corporation and permitting boards to act in what they
perceive to be the best interests of employees, lenders, communities,
and others. One extraordinary barrier AMP’s management raised
changed the terms of its “poison pill” so that it could not be elimi-
nated even by directors who held office before any of AlliedSignal’s
directors had joined.
180      In Managers We Trust


     AMP sought and won an injunction prohibiting AlliedSignal’s
consent solicitation unless and until each proposed director-
candidate affirmed that if elected, he or she was duty-bound under
Pennsylvania law to act in the best interests of the corporation as a
whole, not merely in the shareholders’ interest.
     The court upheld AMP’s extraordinary actions against Allied-
Signal’s claim that AMP’s board had breached its fiduciary duties in
response to the AlliedSignal bid. In its opinion, the court repeatedly
emphasized a “stakeholder” standard, which appears to be at the
heart of Pennsylvania law, and used the following unequivocal terms:
“Directors may weigh the interests of the shareholders against the
interests of other constituencies.” They “may consider the effects
upon all groups affected, including shareholders, employees, sup-
pliers, customers and creditors.” They “shall not be required to re-
gard any corporate interest or group as dominant or controlling.”
     These statements do not suggest a shareholder-primacy norm. A
less obvious point but one that is equally true is that these Penn-
sylvania standards are not all that different in practice from those
of other U.S. states. They are also not all that different from German
law and may even capture the German sense of the common inter-
est.
     Consider both German-based Mannesmann’s battle against the
United Kingdom’s Vodaphone and the merger of Germany’s Daimler
Benz with the United States’s Chrysler. Although German law per-
mits directors to evaluate the interests of workers and lenders and
the so-called common interest, the law also required that the board
not act contrary to the best interests of shareholders—and both
boards did so, Mannesmann’s with a vengeance.
     That kind of deference to shareholders may not illustrate share-
holder primacy, nor it it consistent with the usual rhetoric of the
bank/labor model. Accordingly, U.S. practice more closely resembles
European practice than it does U.S. rhetoric, and European practice
more closely resembles U.S. practice than it does European rhetoric;
managers in neither place are obligated to hold a thoroughgoing
owner orientation.


ONE WORLD TO COME

Trends in corporate practice worldwide suggest further harmoniza-
tion, and it is a mistake for investors to overlook them. These trends
spell the continued erasure of differences and a tendency to make
                                                Going Global       181

owner orientation even less compulsory. If this is the case, the al-
ready small population of true owner-orientated U.S. managers will
shrink further. On the other hand, the number abroad may grow
larger.
     Financial markets increasingly compete internationally, just as
product markets have done for decades. Investors (suppliers of cap-
ital) now look across borders for additional investment opportunities,
while corporations and other organizations seek the lowest-cost cap-
ital from any market in the world. The isolation of capital markets
is disappearing, and head-to-head competition among financial mar-
kets has ensued.
     The EU integrates corporate finance and governance in many
respects. Most significantly, the adoption of a single currency will
harmonize competition through the sharing of productivity differ-
entials—the fruits of technological advancement and higher invest-
ment. Business expense differentials, particularly wages, should
evaporate. The process is just beginning as countries adopt the euro
and ultimately abandon their local currencies.
     Nearly as profound, new EU innovations are greatly diminish-
ing barriers to cross-border capital flows. A series of EU directives
compeled the abolition of foreign investment controls. Member
states enthusiastically responded to this call by relaxing their con-
trols. The remaining restrictions generally are limited to notification
requirements or to specified sectors that pose national security or
public health, safety, and welfare concerns. Many European coun-
tries simply retained the authority to implement such controls if
necessary.

Accounting
A series of fundamental principles has harmonized accounting rules
within Europe. These principles include (1) a requirement of uniform
formats for financial statements, (2) common valuation principles,
including historical cost, accrual accounting, and the principle of
conservatism called prudence, (3) a general mandate that financial
statements show true and fair value, (4) an annual audit, (5) public
filings, and (6) consolidation principles. A trend toward unified ac-
counting reinforces the harmonization trends in finance and gover-
nance.
    Similar moves have occurred in Japan. Japanese accounting rules
now require consolidation of all the accounts of a company’s con-
trolled affiliates. In the past, the absence of such a rule enabled
182       In Managers We Trust


companies to allocate the bad accounting news to affiliates, making
the parent company’s books look much better. New Japanese rules
also require listing real estate held for sale at its current market value
if that value has fallen more than 50% from the original cost. The
absence of this new rule fueled the Japanese speculative bubble of
the 1980s that cratered gradually throughout the 1990s (described in
Chapter 5).
     Around the world, increasing numbers of non-U.S. and non-
English-language corporations are ahead of schedule in adopting in-
ternational accounting principles and reporting their results in the
English language. Nissan, for example, adopted consolidation ac-
counting principles in late 1999, six months ahead of schedule, and
issued related press releases about that period’s results in English,
an unimaginable act for a Japanese corporation just a decade ago
(even one that is partly French-owned).
     When Nissan reported its annual financial results in mid-2000,
using international accounting principles, they showed staggering
losses of $6.3 billion. Contributing to those losses were recognition
of pension liabilities and the costs of plant closings and the assign-
ment of more realistic values to real estate and securities holdings.
Although a number of other substantive factors contributed to these
results, investors considering investment in non-U.S. companies
must understand that accounting principles elsewhere are not always
what they seem.
     The United States is harmonizing its accounting principles with
those prevalent worldwide. In October 1996, Congress passed the
National Securities Markets Improvement Act of 1996, which re-
quires the SEC to report to Congress on progress in developing in-
ternational accounting standards. The SEC has worked with the In-
ternational Accounting Standards Committee (IASC) for nearly a
decade to promulgate a core set of accounting pronouncements. In
October 1997 the SEC published a report to Congress on the pro-
gress of the IASC, and it joined organizations throughout the world
in supporting the IASC’s initiatives.
     The finance ministers and central bank governors of the G7
countries proclaimed support for the IASC and encouraged it to
complete a proposed set of core principles promptly. Additionally,
the World Bank requested the world’s “Big Five” international au-
diting firms to insist that companies prepare their financial state-
ments in accordance with international accounting standards. Lead-
ing voices from around the world, including Tony Blair, the United
                                                Going Global        183

Kingdom’s prime minister, and Robert E. Rubin, then U.S. treasury
secretary, intoned that developing and implementing international
accounting standards is a key part of the emerging global financial
system.
     The SEC argues that international accounting standards must
be comprehensive, produce comparability and transparency, provide
for full disclosure, and be amenable to rigorous interpretation and
application. Indeed, many view SEC Chairman Levitt’s broad-based
initiative to crack down on earnings abuses by management in U.S.
corporations as a response to the increasing attractiveness of inter-
national harmonization of accounting standards, which the SEC
wants the United States to lead rather than follow.
     The future state of accounting is crucial to investors. As pliable
as accounting rules are in the United States, they remain a func-
tional way to measure business reality. Coupled with an auditing
culture that insists on the integrity of financial reporting, this system
adds unparalleled value to the investing enterprise. Investors looking
abroad should be aware of the differences and monitor improve-
ments worldwide as they pose both pitfalls and opportunities.

Governance
In Europe, periodic resistance flares up against unification efforts.
For example, 13 EU directives dealing with European company law,
as well as a proposal to create a European Corporation (Societas
Europaea) that would supplement but not substitute for the national
corporate form in individual states, were intended to promote re-
gional (if not global) harmonization. However, none of these mea-
sures is currently among the EU’s highest priorities.
    On a few occasions, particularly during early EU convergence
efforts, proposals for employee board representation derailed the
adoption of some integrated governance proposals. Much of this re-
sistance originated in the United Kingdom, which has for decades
debated whether its future will be served better by a U.S./U.K. al-
liance or a Continental European EU alliance. Despite the obstacles
this uncertainty poses for EU harmony, the United Kingdom pro-
duced domestic convergence by drawing on both models.
    U.S. corporate governance originally drew upon and refined U.K.
traditions. Now the United Kingdom has in turn imported those
principles as refined. Its 1992 Cadbury Report on corporate gover-
nance (renamed the Hampel Report in the final 1998 version) seeks
184      In Managers We Trust


to identify the “best practices” of global corporations. They tend to
borrow on U.S. technical innovations in corporate governance, in-
cluding some discussed in the next chapter.
     The United Kingdom’s substantial role in Europe, coupled with
its link to U.S. corporate governance, moved the Continental models
closer to the market model. The French experience provides a pro-
vocative example. The stakeholder model and financial intermedia-
tion historically characterized French corporate governance. At the
same time, a state-dominated industrial policy defined French cap-
italism, producing firms of a smaller average size than those in other
capitalist countries and an industrial elite recruited not from within
industry but from outside it. This environment limits capital market
depth and monitoring capabilities.
     Now the French model is following the trend toward globalization
and liberalism. The revisions make the French model more closely re-
semble a market model, beginning with a loosening of the state’s grip
on industry through privatization efforts. Additionally, the number of
small shareholders is rapidly growing, and, following the United King-
dom, technical governance reforms based on U.S. models have been
instituted widely. Moreover, audit and compensation committees are
forming in French corporate boards, minority shareholders are taking
on increasingly important roles, and information superior in both
quantity and quality is enhancing economic transparency.
     Japan is similarly racing toward a shareholder-market model and
away from long-term employment commitments and horizontal co-
ordination. Increasingly, Japan has recognized that profit-maximizing
strategies actually are consistent with the protections its traditional
devices provide. More and more Japanese workers—particularly
younger workers—indicate that they do not intend to stay with one
employer for more than a few years at a time, let alone maintain
lifetime employment with a single firm.
     U.S. corporate governance remains imperfect, as we’ll see in the
next few chapters. The principles on which it is based are sound,
but a lot can be learned from studying governance in other countries,
particularly as investors increasingly set their sites on companies
organized abroad and competing worldwide.

Mergers and Acquisitions
The Vodafone-Mannesmann fight rode a wave of American-style Eu-
ropean merger activity that erupted in early 1999 with major hostile
                                                  Going Global        185

takeover battles. In France, Banque Nationale de Paris launched a
$38 billion hostile bid to take over its two major French banking
             ´ ´ ´ ´
rivals, Societe Generale and Paribas, after they had recently an-
nounced their own plan to merge with each other. In Italy, Olivetti
launched a $60 billion hostile bid to acquire its major rival, Telecom
Italia, which in turn erected a series of substantial defensive tactics
designed to thwart the overture, including a white-knight alliance
with Germany’s Deutsche-Telecom.
                                                            ¨
     In another cross-border battle, France’s LVMH Moet Hennessy
Louis Vuitton waged a protracted and intense battle to obtain control
of Gucci, an Italy-based but Netherlands-incorporated company
which also strenuously resisted the unwelcome overture. TOTAL-
FINA made a hostile bid for Elf Aquitaine in mid-1999, shaking up
the French industrial and governmental establishment. These kinds
of deals—in both their offensive and defensive modes—are reminis-
cent of U.S.-style merger activity, which had been unprecedented in
Europe.
     Scores of friendly global alliances have reinforced the spread of
market model behavior in Europe and Japan. Led by the merger of
Daimler and Chrysler, the worldwide auto industry consolidated
through cross-border deals once considered too intractable to
achieve. Industry capacity ranges up to approximately 70 million ve-
hicles annually while average annual demand generally peaks at 50
million, and only about 10 of the world’s 40 auto manufacturers are
profitable. Some results: Ford bought control of Mazda, Volkswagen
acquired the United Kingdom’s Rolls Royce, Renault bought Sam-
sung (Korea) and a third of Nissan, and Daimler-Chrysler bought a
third of Mitsubishi.
     Many other industries stand on the brink of similar global consol-
idation. In the publishing industry, Germany’s Bertelsmann pursued
an acquiring and joint-venturing spree with other European and U.S.
counterparts; in apparel, after surviving its own battle to resist a take-
over by LVMH, Gucci took over France’s Yves Saint Laurent; in fi-
nance, Deutsche Bank bought Bankers Trust, UBS bought Paine
Webber, Credit Suisse bought Donaldson Lufkin Jenrette, Dresdner
bought Wasserstein Parella; British Petroleum bought Amoco; and
Nabisco and a U.S. buyout firm sought to buy Britain’s United Bis-
cuits only to be outflanked by a consortium of French, German, and
British buyers. These and scores of other proposals on the docket of
the EU merger panel have created unmatched uniformity of practices
and expectations in the corporate world.
186       In Managers We Trust


    There are few ways in which a corporate board can destroy share-
holder value as dramatically as through mergers and acquisitions. As
globalization advances, more opportunities for deals arise. Some will
be desirable; many will not. Paying close attention to the activity in
this field is of great importance to investors and is addressed again
later in this part.



Capital Markets
The aggregate stock market capitalization of Europe is larger than
that of Nasdaq and over half that of the New York Stock Exchange.
(Given Mr. Market, the aggregate market capitalizations can change
dramatically in short time periods, but as of early 2000, the amounts
were about $7 trillion, $4 trillion, and $11 trillion, respectively.)
    The Frankfurt and London stock exchanges announced in July
1998 a plan to integrate their facilities and permit the trading of each
other’s listed securities on both exchanges. France, unhappy with its
exclusion, quickly gained admission to the Frankfurt-London alli-
ance (although as a 20% player, compared with 40% for each of the
founding exchanges). Soon after France announced its inclusion in
the emerging pan-European exchange, exchange officials in Milan,
Madrid, Amsterdam, and Brussels echoed a similar eagerness to par-
ticipate in the venture.
    Although the European alliance had difficulty agreeing on a
common trading system, the group quickly elected to permit stock
trading between the various exchanges. While negotiators struggled,
the once-snubbed French Bourse took advantage of the delays by
signing itself up with exchange partners from Amsterdam and Brus-
sels. This troika’s single market—a full integration of these three
exchanges called Euronext—boasts listings with a combined market
capitalization equal to over a quarter of that of Europe as a whole.
    As the Euronext group forged this deal, the London and Frank-
furt exchanges agreed on a merger. The two formed iX, standing for
International Exchanges, a market poised to integrate blue chips and
tech stocks from the two dominant European capitals and boasting
a total capitalization of over half of that of Europe as a whole. That
deal was interrupted when OM Gruppen, operator of the Stockholm
(Sweden) stock exchange, made a hostile bid to buy the London
Exchange. However the dust settles on this array of parties, these
historical deals will not end capital market integration in Europe,
                                                 Going Global        187

the pace of which races on despite the presence of a dozen or more
unintegrated exchanges on the continent.
     The U.S. National Association of Securities Dealers (NASD)
launched its own Nasdaq Europe stock market, one that will have
strong links to the emerging continental hybrids. This signifies a
major step toward creating a 24-hour-a-day global stock market that
began with the NASD’s similar venture in creating Nasdaq Japan, a
joint effort with the Softbank Corporation of Japan that is linked to
the Osaka Securities Exchange. All this will compel the convergence
of these markets in awesome ways, impacting finance, accounting,
disclosure, takeovers, governance, and ultimately what investors ex-
pect and what managers deliver.
     Evidence of integration is pervasive in securities listing and trad-
ing. Foreign firms for years have pushed for global listing, most fa-
mously achieved by Daimler-Benz’s listing on the NYSE beginning
in 1993. These crusades continue, with rising success. After the re-
peal of Glass-Steagall, the Swiss bank UBS filed with the SEC to
seek an NYSE listing, chiefly to give it a U.S.-listed stock to pay for
new acquisitions of U.S. financial services firms. This started with
its acquisition, a couple of months later, of PaineWebber.
     SAP, a 25-year-old German software firm, was listed on the
NYSE in early August 1998, ten years to the day after its initial public
offering on the Frankfurt stock exchange. SAP is famous for gen-
erating “U.S.-style growth” and “U.S.-style rewards.” SAP executives
characterized its listing on the NYSE as evidence that SAP had “out-
grown” the Frankfurt stock market and evolved into a transnational
company combining features of a variety of governance models.
     Clear-cut signs of the conglomeration of international securities
trading include the creation of the International Securities Exchange
(ISE) for options trading. An on-line brokerage firm, E*Trade, and
a group of broker-dealers led by Adirondack Trading Partners in-
vested nearly $80 million to establish this all-electronic options
exchange. The founders touted their ability to slash transaction costs
while simultaneously conducting staggering sums of electronic
trades which transcend geographic boundaries.
     Investors should not ignore the shape of capital markets. How
trades are made, by whom, at what cost, and over what time periods
significantly affect price volatility and have an impact on market
efficiency. Equally important, exchange rules often dictate account-
ing requirements, and so the ease of international listings can impair
the integrity of financial reporting.
188      In Managers We Trust


The Last Frontier: Information
A practical barrier to cross-border deals has been yielding. It con-
cerns the nature and amount of available information regarding a
counterparty. In market model countries such as the United States
and the United Kingdom, a wealth of information is available con-
cerning the targets organized therein. These countries tend to op-
erate systems of public recordation for real as well as intellectual
property. Well-developed securities and mergers and acquisitions
(M&A) industries strengthen such an information culture.
     Buyers and sellers in M&A transactions understand the need for
information to allow proper valuations and the need for contractual
protection to preserve confidentiality. Sellers customarily meet these
needs by executing confidentiality agreements early in the explora-
tion process and providing the buyer with substantial proprietary
data before discussing agreements any further.
     The culture in European and Asian countries contrasts remark-
ably with that of the U.S./U.K. market model. Access to property
records is limited, and information is more jealously guarded. Sellers
are reluctant to share information with a potential buyer who can
walk away from a deal if she doesn’t like what she sees; confidenti-
ality agreements that protect such a seller in the United States and
the United Kingdom simply don’t do the trick. That may be sensible,
since a less well-developed system of legal enforcement for such
agreements justifies a seller’s apprehension about a buyer’s confi-
dentiality.
     Cultural disparities became acute in the Vodafone-Mannesmann
battle. Mannesmann sued Vodaphone’s adviser, Goldman Sachs, in
a U.K. court, trying to prevent it from advising Vodaphone on the
grounds that Goldman had previously represented Mannesmann and
possessed confidential information about it. The British court dis-
missed the lawsuit after a brief hearing and in a short time, basically
telling Mannesmann that its claim was frivolous.
     Substantively, the type of information understood as relevant also
varies between the models. In the market model and especially in
the United States, disclosing potential environmental or retiree lia-
bilities is a time-honored practice. Other countries have only re-
cently developed environmental regulation. Also, other countries tra-
ditionally rely more heavily on public social security systems,
removing private plans from center stage (even in countries such as
Germany, where such liabilities are often substantial and unfunded).
                                                Going Global       189

     For investors, U.S. corporations disclose far more than do those
in Europe or Japan. U.S. federal and state law, as well as stock
exchange rules and general market pressures and expectations in the
United States, result in corporations disclosing extraordinary
amounts and types of information. Other countries impose more
limited and far less effective disclosure requirements.
     As global corporations as diverse as DaimlerChrysler and SAP
increasingly list shares on U.S. stock exchanges and stock exchanges
around the world, they will find themselves subject to U.S.-style dis-
closure requirements as a matter of both regulatory mandate and
market expectations and demand. As the same group consummates
cross-border transactions requiring the disclosure and evaluation of
information, pressures toward uniform disclosure requirements will
emerge in a wide variety of settings. In fact, participants find that
U.S./U.K.-style information disclosure is consistent with existing
corporate traditions in most countries, most notably Germany. Ac-
cordingly, broadening global corporate laws to require such disclo-
sure seems quite possible.
     Public regulators have undertaken just such an effort. The SEC
is working with the International Organization of Securities Com-
missions (IOSCO) to develop a set of international standards for
nonfinancial statement disclosure. These efforts are intended to fa-
cilitate cross-border financing and listing by transnational companies
while holding them to a single global standard of disclosure. The
IOSCO issued new rules about certain kinds of cash transactions
and offerings and listings of common equity securities and is working
to extend them to tender and exchange offers, business combina-
tions, privatizations, and other affiliated deals.
     High-quality information is essential for intelligent investing in
the modern global marketplace. Ignoring the garbage and disinfor-
mation piling up on the Internet is becoming increasingly difficult
as more countries develop information-based corporate and investing
cultures and as more citizens of those countries learn the ropes of
the systems.



Two-Way Street
Not all these trends run one way, for the idea of shareholder primacy
in the United States was gradually but substantially eroded by the
dramatic reallocation of corporate value from shareholders to work-
190      In Managers We Trust


ers throughout the latter half of the twentieth century. In the past,
workers had no interest in a corporation other than a paycheck and
the right to quit (and be fired). Today corporations whose workers
have no interest except a paycheck are rare.
    Workers have claims against their corporate employers ranging
from vacation and sick pay to paternity or maternity leave, safety and
antidiscrimination rights, health plans, severance claims, and retiree
benefits and pensions. All these claims cost substantial amounts of
money, value that in the old days was owned by the shareholders.
On top of all that, somewhat paradoxically, employees have become
shareholders of these corporations and, counter to the Japanese
trend, are actually staying with the same employer for longer periods
and expressing greater loyalty to their employers than they did in the
past.
    U.S. regulators are taking pages from abroad in a bolder way. A
major example is the elimination of boundaries between investment
and commercial banking. These boundaries were relaxed in Decem-
ber 1996, when the Federal Reserve Board increased the amount of
investment banking income a commercial bank can earn from in-
vestment banking subsidiaries from 10% to 25%. The so-called Sec-
tion 20 subs ushered in this regulatory change, which contributed
substantially to the ensuing wave of commercial and investment
bank mergers and reversed a historical cause of ownership fragmen-
tation. The repeal of the Glass-Steagall Act in November 1999 has
further fueled such financial reunions.
    The U.S. litigation system is not the envy of the world, and it
encourages large volumes of shareholder class action and derivative
lawsuits against management. In contrast, most legal systems put
substantial restrictions on such suits. Although it does not appear
that litigation will decline substantially in the United States, it is
clear that lawmakers want to curb litigation abuse. For example, the
Private Securities Litigation Reform Act of 1995 substantially revised
the securities laws in an effort to distinguish frivolous claims from
meritorious ones.

    This analysis forecasts the hybridization of corporate governance
models in terms of both constituency and finance characteristics.
No owner orientation is required by these models. Forces appear to
be pushing for convergence, and the emerging model will not require
an owner orientation either. Indeed, to the extent that there is any-
thing real to the European corporate governance rhetoric, conver-
                                               Going Global       191

gence will dilute rather than enhance any managerial mandate to
run U.S. corporations mainly for the benefit of shareholders. De-
tecting an owner orientation in this global marketplace thus becomes
more important than ever.
     Buffett tells us that the most valuable lesson he learned in in-
vesting was realizing the importance of owner-oriented managers.
The value of this timeless lesson will increase geometrically in a
globalized world. Of course, Buffett emphasizes that while manage-
ment quality can dramatically affect returns on equity, it is never a
substitute for a good business within one’s circle of competence,
saying that “a good managerial record (measured by economic re-
turns) is far more a function of what business boat you get into than
it is of how effectively you row (though intelligence and effort help
considerably, of course, in any business, good or bad).”7 The re-
maining chapters focus on identifying winning managers.
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                                       C h a p t e r 1 2 


     RULES AND TRUST



     A    n investor is going to entrust her wealth to someone else.
          Shouldn’t the investor have a high degree of confidence in that
     person’s ability and integrity? Of course. It is simple common sense,
     but how to assess ability and integrity is a bit trickier.
         Graham used the quantitative analysis of the sort described in
     Part II as a proxy. If the numbers look good year after year and
     provide a basis for thinking that they will continue to do so, that
     may suggest that management is able.
         Many other investors, including Warren Buffett in his early days,
     learned hard lessons from paying too little attention to management
     integrity. True, if a company’s numbers look good and are accurate,
     its managers are probably able and trustworthy. If the numbers look
     good but are misleading, management may be neither. As Buffett
     reminds us, “In the long run, managements stressing accounting
     appearances over economic substance usually achieve little of ei-
     ther.”1
         Therefore, integrity is an additional independent factor in in-
     vestment selection. Is there a sensible way to think about managerial
     integrity? Buffett says the key is to invest with managers you “like,
     trust, and admire.” His test for whether an investment meets this
     requirement is whether the managers are “men you would be pleased
     to see your daughter marry.”2
         Does this “son-in-law” standard help? It may only suggest avoid-
     ing managers you would not be pleased to invite over for a Super
     Bowl party, but this is a great deal more meaningful than it sounds.


     THE FAMILY MANAGER

     All business transactions depend on trust and always have. Contracts
     help define and protect rights, but entering into one calls for some
     expectation that the other party will do what he says he will do.

                                                                       193

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
194      In Managers We Trust


Contracts also reduce the costs of doing business and investing by
enabling people to trade off future risks, but that works only if the
other person can be expected to live up to the deal.
    Trust in business is deeply rooted in kinship, and so it is no
wonder that the son-in-law test makes sense. The link between the
son-in-law test for managers and business itself comports with the
broad history of business development. Most businesses start out as
family enterprises and then grow in size over decades or generations,
adding relatives to the management ranks (often even including
sons-in-law, as at Anheuser-Busch, the Washington Post Company,
and Mead, for example). In many cases, such growth leads families
to give up control and the business evolves into a modern corpora-
tion, as occurred at Brown-Forman, DuPont, Eli Lilly, McGraw-Hill,
Nordstroms, and countless others.
    The erstwhile family business as modern corporation no longer
has Dad or Granddad or Daughter at the helm but instead has a
cadre of professional managers, a diffusion of control, an institu-
tionalized organizational structure, and lines of reporting authority.
The upshot is a corporation characterized by a separation of own-
ership from control—shareholders watching managers run the busi-
ness. Trust in the modern corporation should resonate with norms
and values associated with that family business.
    It is rarely feasible for an individual investor to sit down and get
acquainted with the chief executive officers of most major corpora-
tions, but all these chiefs write annual letters to shareholders and
author other addresses periodically as well. These communications
contain remarkable clues about trustworthiness. The manager’s own
words often reveal her character. (Chapter 14 pursues this point.)
    What is it that you trust a manager to do? The answer to that
question comes from thinking of him as your manager, something
that is hardly ever done. People always speak of their broker, their
accountant, their lawyer, but they hardly ever speak of their manager.
Yet a corporate manager does just as much for your wealth as these
sidekicks do, or more.
    What should your manager do? Run the business for your ben-
efit, as a shareholder, against the numerous and often conflicting
interests of other constituencies of the business. Here is another key
point that is often overlooked: The perspectives of investors and
managers often diverge. When they do, investor interests can be
disserved.
                                             Rules and Trust       195

    Managers raise funds for corporate enterprise from the investing
public in the form of equity capital or stocks. Investors are regarded
by managers either as partners in the enterprise or merely as con-
sumers.
    When seen as consumers, investors are deemed to have tastes
and preferences that are reflected in the prices at which managers
can sell them stocks and other securities. Most of these investors
have little or no say in how a business is operated or even who the
managers will be (other than through annual elections of directors).
    Instead they are strangers to the corporation, strangers whose
interests are subordinated to those of the corporation as a whole. In
this type of corporation, for example, managers tend to consider the
tax effects of declaring a dividend or structuring an acquisition deal
on the corporation as a whole but not on the individual shareholders.
    In contrast, the voices of individual investors matter more to
owner-oriented managers. Seeing them as partners in the business,
these managers treat investors as members of the enterprise rather
than as strangers to it. Electing directors remains the formal vehicle
for this voice, but a more solicitous view of owner interests is taken.
For example, these managers consider the tax effects of corporate
decisions such as dividends and deals on the investor rather than
on, or at least separately from, the corporation.
    It is far easier for managers of family and other small and pri-
vately held corporations to adopt this owner orientation. It is far
easier for managers of large publicly held corporations to adopt the
opposite view. The managers with whom intelligent investors should
entrust their wealth are those who adopt the investor’s perspective
no matter how large the corporation or how many shareholders it
has.


LOCAL GOVERNANCE

The reality of global corporate management means that boards and
managers can run a business for the benefit of many constituencies,
not solely shareholders. Laws permit managers to operate pretty
much wherever they want along the spectrum from a shareholder
orientation to a constituency orientation. One part of business anal-
ysis is evaluating the degree to which management has an owner
orientation.
196      In Managers We Trust


    Sources for determining that orientation abound, probably more
so in the United States but increasingly throughout the developed
world. In the United States, corporations disclose volumes of infor-
mation to shareholders and other interested people. Many corpora-
tions go beyond legal requirements, producing substantial informa-
tion on their Web sites and Webcasting archives and you can get
plenty of high-quality and reliable information from publications by
reputable industry analysts such as Standard & Poor’s, Dun & Brad-
street, and Robert Morris Associates as well as government agencies
such as the Federal Trade Commission. Use your imagination.
    Sift through these materials in looking for managers who act like
stewards of shareholder capital. Use it to find the best managers,
those who think like owners in making business decisions and who
adopt an attitude of partnership, embracing shareholders as mem-
bers of the enterprise rather than as strangers to it, those you would
be happy to invite over for a Super Bowl party.
    However, even owner-oriented managers sometimes have inter-
ests that conflict with those of shareholders. Work to identify and
invest with those who make a habit of easing those conflicts and
nurturing managerial stewardship of owner funds, those who exhibit
Aristotelian ethical virtue.
    It is not easy to detect governance indicators of an owner ori-
entation in place at a corporation any more than it is to detect the
financial or managerial performance or even value of a corporation
from its financial statements. However, as with that effort, it is worth
the work.
    The difficulty and the possibility exist because the law requires
very little of corporate governance. Yes, federal securities laws im-
pose extensive disclosure obligations, though most of what they call
for probably would be produced voluntarily by good companies par-
ticipating in a vibrant market economy anyway. Yes, state laws im-
pose duties on directors and managers, but those duties are loose
and general. Some statutory rules or limits are imposed, but they
are either highly formal and therefore malleable or pretty meaning-
less as a practical matter and can be altered in corporate by-laws or
charter documents.
    Corporate governance as such is not necessary. Many advocates
of corporate governance argue for reforms directed toward compel-
ling an owner orientation, usually described as aligning management
and shareholder interests or enhancing board oversight of CEO per-
formance. If a company needs these mechanisms to create an owner
                                             Rules and Trust      197

orientation, however, its valuation should be discounted proportion-
ally.
     Most corporate governance reforms fail to solve governance
problems, and some exacerbate them. Nevertheless, institutional in-
vestors and other shareholder advocates have promulgated a variety
of policies about corporate governance, most of which are designed
to promote an owner orientation. But just as fads infect finance,
they gum up governance too.
     Perhaps the most popular governance idea in the past couple of
decades has been the call for independent boards of directors. The
National Association of Corporate Directors (NACD) and many in-
stitutional investors including CalPers and TIAA-CREF, urged that
corporate boards be composed of at least a majority of outside di-
rectors, those without employment or other affiliation with the cor-
poration. The idea was that this would strengthen directorial spines
to keep management in check. Nearly all major companies fell into
line, with 90% of Fortune 1000 companies having a majority of in-
dependent directors.
     These arguments were made on the basis of intuition, however,
rather than analysis. It was as if there were little or no doubt that
managers needed to be kept in line and that director watchdogs
could do the trick. This premise has been exploded by several studies
showing that far from independent boards enhancing economic per-
formance, there is actually a negative correlation between the degree
of independence and financial results.3
     This is not to say that having some or many independent direc-
tors is never desirable (Buffett, for example, believes that most di-
rectors should be outsiders),4 but there is no reason to give credit
ipso facto to a company just because it does this. The unanswered
commonsense questions are: (1) Who are these independent direc-
tors? and (2) What value do they add to the boardroom? Independent
directors famous for international diplomacy or senatorial jobbery
may be far worse to have at the table than a chief financial officer
with extensive industry and managerial experience. A template that
calls for independence is not a virtue but a mirage.
     The key is to choose directors for their business savvy, interest
in the job, and owner orientation. To be avoided are celebrity direc-
tors and others who are chosen for nonfundamental reasons, such
as adding diversity or prominence to a board.
     Another popular move some companies fell for was the push to
split the functions of the company’s CEO from those of its board
198      In Managers We Trust


chairman. This manifested the same rationale of independence pre-
scriptions, a need to check the boardroom power of the CEO. Only
about 5% of Fortune 1000 companies succumbed to this formula,
probably with good reason.
    As an empirical matter, as with board independence, most evi-
dence shows that companies that split these functions do not per-
form better than those which do not.5 As an abstract matter, it is
hard to justify giving a company governance credit for this separation
of function, for putting a watchdog on the CEO suggests as many rea-
sons to be suspicious of the CEO as reasons to trust him. For a com-
pany whose CEO is not to be trusted, this may be a good step, but
it sounds more like probation than probity and is a strong warning
signal for investors to run from rather than embrace the business.
Only a fool, after all, thinks trust can be purchased or structured.
    One aspect of this reform makes sense, however, and many com-
panies adopted a version of it by providing for a nonexecutive board
chair for critical functions such as CEO, board, and director eval-
uations. After all, letting the CEO grade herself and her board does
pose a risk of self-delusion. An independent grader is in a better
position to evaluate performance objectively, and so some gover-
nance credit is justified for a company that takes this step.
    Director independence is frequently encouraged for some com-
mittees and often required for audit committees. Audit committee
independence is consistent with the structure of U.S. audit practice
that requires an auditing firm to be independent of the company and
its management. Independence on compensation committees re-
flects the logic of a nonexecutive overseer for key functions such as
CEO and board performance review.
    However, the argument for requiring independence on other
committees, such as nominating, ethics, and governance, is the same
as that for independence overall. If a corporation needs those kinds
of things, it has problems anyway. The mere fact that a corporation
has various independent board committees does not guarantee that
problems arising from collusion or delusion will be absent or dis-
appear.
    Periodic and formal evaluations of the CEO and other directors
are often recommended and do seem sensible and worthy of praise.
To deserve credit, however, the CEO reviews should be conducted
outside the presence of the CEO, something that is not easily or
commonly done. A more general way to implement this practice is
to supplement such periodic reviews with regular director meetings
                                              Rules and Trust       199

outside the CEO’s presence, a practice Buffett in particular cham-
pions. This is creditworthy not so much under the logic of suspicion
of the CEO but as an independent check on the CEO’s judgment.
    Some gobbledygook about improved board processes is com-
monly bandied about. This is usually sheer nonsense or gloss. Re-
quirements such as swift flows of quality information, statements of
governance principles, and procedures for full and effective partici-
pation of all directors seem like mere bafflegab. These practices
should simply be part of the normal operation of a well-governed
corporation. Giving credit for the articulation of these practices is
superfluous—like giving umpires extra credit for knowing the rules
of baseball.
    Other common and strange prescriptions take pages from the
equally silly playbook of American politics. Term limits for directors?
Why should a good director be forbidden from continuing in his job
just because he’s done it for a specified period of time? Age limits?
Nearly 40% of Fortune 1000 companies adopted age limits in re-
sponse to urgings from governance poobahs such as CalPers.
    But a company that forbids persons older than, say, 65 or 70 is
ordaining the exclusion of talent from its reach. One can applaud
Jack Bogle for stepping down as Vanguard’s chairman at the fund’s
mandated retirement age of 70, but is Vanguard really better off
without Jack or any other (old!) sagacious person with integrity? And
what should it matter—on its own terms—that 5 of the 18 members
of Disney’s board are in their seventies, if those people are savvy
business leaders who seek to promote the interests of Disney’s own-
ers?
    At the other end of the politically correct scale of corporate gov-
ernance is the goal of trying to add diversity of gender or race to the
board. Diversity itself is not a laudable business goal and is nothing
for which credit should be given to the leaders of a business orga-
nization. It is just as out of place, silly, and off the mark as delib-
erately creating and maintaining a diversified portfolio of stocks. It
may turn out to be fine and dandy, but if so, that is a consequence
and not a cause of a more prudent disposition that focuses on fun-
damentals rather than frames. It does not matter one way or the
other that GE’s board has two women and one black person on it
though it does matter that those people and GE’s other directors are
outstanding business thinkers with a strong owner orientation.
    The problem with all these sorts of proposals is their universality.
What is good for GM may not be good for GE, and what is good for
200       In Managers We Trust


either of them may not be good for Procter & Gamble or eBay, Wrig-
ley, or Hershey. Each corporate situation justifies and calls for its
own governance structure and analysis. Broad credit can be given
only for governance moves that have some inherently defensible
logic, such as having the board review the CEO’s performance with-
out her being present and having independence on the audit com-
mittee.
     Beyond that, these general principles are of little use. Indeed,
too much emphasis on them can be affirmatively misleading. You
can put all the governance bells and whistles you want on a board,
but if its CEO or other strong leaders lack integrity, you can be sure
they will neither ring nor blow.


GENERAL GOVERNANCE

While one-size-fits-all recipes of corporate governance are inapt, a
few areas justify generalizations. The most important is that active
boards engaged with the companies they serve boost corporate per-
formance. That is plain common sense, though empirical studies
confirm the intuition.6
    A key problem in all governance structures is the size of the
board. You do need a minimum number of directors to generate the
kind of thoughtful deliberateness that characterizes any effective
group of people. But above that number—which is probably as low
as six—the larger the board is, the less manageable it is. Lean is
mean in business, and there is no question that ideas and energy
move more quickly through leaner managerial structures, as Wal-
Mart proved to Sears and GE proved to Westinghouse. Smaller
boards often translate into leaner management teams down the
ranks.
    A similar problem is the number of other boards on which in-
dividual directors serve. The more duties a given director undertakes
in various companies, the less effective she is likely to be on each
one. A director’s concurrent experience on two boards may add value
to both. Former U.S. Senator Sam Nunn serves on the boards of a
half dozen public companies (including GE, Coke, and Texaco), for
example, and his work on one may benefit the needs of the others.
But how effective is a director who serves on a dozen boards at once?
Vernon Jordan serves on nearly that many and has been criticized
for doing so. It would be a rare person whose prominence and trust-
                                             Rules and Trust       201

worthiness, not to mention access to the corridors of power, could
remain valuable to a company that shares her service with so many
others.
    A final point all corporations should worry about is who is next
in line for the top spot. It may not be necessary for a company to
have a formal succession plan for its CEO, but it is important for
the board to give it some thought. The trouble is that even the best
laid plan can go awry and sometimes the most surprising and un-
planned succession can have terrific benefits. Succession is a matter
of judgment, and just because a board has thought hard about it,
that doesn’t mean its plan will work (more on this in the next chap-
ter).
    All these details of corporate governance provide clues about
managerial trustworthiness. A board filled with close personal
friends of the CEO who lack solid business backgrounds is a red
flag of caution. A board that fails to review the chief’s performance
regularly may not be trustworthy either. Take another area of cor-
porate life: charitable giving. If most of the corporation’s charitable
contributions go to pet causes of the CEO, maybe you should won-
der whether he treats the corporation more as his than as yours.
Unique among major American corporations, Berkshire Hathaway
rejects managerial direction of discretionary charitable giving, put-
ting this power directly in the hands of shareholders.7
    If these factors indicate high trustworthiness, lower your dis-
count rate on a good business; if they suggest moderate trustwor-
thiness, raise it upward. (If they suggest an antiowner orientation,
simply stay away.)

     Amid the intense interest in corporate governance there gener-
ally emerges the subtopic of corporate governance for Internet com-
panies. Some argue that the traditional templates of corporate gov-
ernance simply do not apply to new economy companies. It is hard
to see exactly why, but the argument seems to be that the speed of
industry change, the intensity of competition, the shortage of
technology-savvy managers, and the importance of stock options in
compensation packages mean that the new economy cannot abide
the old rules and ways.8
     These arguments are silly. On their face, they state very little
difference in the problems of governing a new economy company
versus an old economy company. Change, competition, managerial
savvy, and incentive compensation matter in all businesses. A better
202       In Managers We Trust


argument would relate these different sorts of companies to their
respective average sizes. Smaller companies may need or warrant less
in the way of formal governance (such as board review of director
performance) than do larger companies. But that argument relates
to the dot-com governance debate only to the extent that dot-coms
are on average smaller than non-dot-coms, something that may or
may not be true and so is ultimately irrelevant.
     The key issue for any kind of business also remains the same,
whether new economy, old economy, future economy, or whatever.
It is what constitutes good governance, and the answer varies with
company specifics, including potentially to which category a com-
pany belongs. Just as a one-size-fits-all governance template is in-
appropriate for the run of non-dot-com companies, it is inappropri-
ate for dot-coms.
     In fairness to the advocates of new governance rules for new
economy companies, they were forced into this strange stance (that
dot-coms as a group were both alike and special) because governance
gurus had so whipsawed old economy companies into governance
uniformity that prevailing governance practices did not make sense
for many dot-coms (for the same reasons they never made sense for
many old economy companies).
     It is therefore a colossal waste of time even to discuss whether
governance principles should be different. Of course they should,
but not because of anything special about dot-coms as such but
instead because every business organization is special.



YOUR VOICE AT THE TABLE

Persuading boards to listen to shareholders is an ideal corporate gov-
ernance method, but legal and practical limits frustrate this simple
vehicle. Apathy and collective action problems limit the sharehold-
ers’ voice, but this explains only part of the problem.
     Most state laws authorize corporations to establish procedures
governing shareholder proposals at annual or special meetings. The
SEC imposes additional rules.9 As a matter of practice, management
on average strongly prefers rules that enable it to omit shareholder
proposals from proxy statements.
     Using the “shareholder proposal rule” has led to substantial pol-
icy changes at many major corporations. For example, beginning in
                                             Rules and Trust       203

the 1930s, this rule was used to enhance shareholder rights in areas
such as cumulative voting and dissemination of postmeeting reports.
     Virtually anyone can satisfy the eligibility requirements for com-
pelling a corporation to include a shareholder proposal in the cor-
poration’s annual proxy statement. By law it is enough to own 1% or
$1,000 in market value of the corporation’s equity for one year, and
the costs of making proposals are borne by the company.
     Shareholder proposals are often made by only nominal share-
holders, spearheaded by nonshareholder constituencies that harness
the shareholder proposal rule to effect social change. (This use ex-
ploded in the 1970s, with the famous Campaign GM that led to the
integration of GM’s board of directors.) Social policy advocates use
it to promote things such as reporting requirements concerning the
environmental impact of corporate actions, race and sex discrimi-
nation, and human rights activities. Sometimes these are in the in-
terests of shareholders, and sometimes they are not.
     In the last few decades shareholders and other constituencies
have employed this device innumerable times. Although most cam-
paigns do not carry a majority vote, increasing numbers of proposals
win. But because everyone knows nominal shareholders can make
proposals, management can take lightly even proposals that win the
support of a majority of shareholders. Thus management often opts
not to implement a winning proposal. After all, if management be-
lieves in the proposal, it will adopt it without waiting for a constit-
uency initiative or vote.
     More important than the shareholder proposal rule is the pos-
sibility of a corporate takeover. This can be effected either by proxy
contest or by tender offer. In a proxy contest, the more traditional
method of corporate takeover, a shareholder or group of shareholders
appeals to other shareholders to change control of the company by
electing new directors to the board. They argue their case in a proxy
statement delivered to all shareholders, and the incumbent group
presents its case in its own proxy statement. The shareholders vote,
and their voice is heard.
     Before the late 1960s and early 1970s, Ben Graham lamented the
difficulty shareholders faced in changing poor management in this
way. (Graham knew firsthand about those difficulties, for he waged
a proxy contest to wrest control of a company earlier in his career.)10
But proxy contests became far easier to wage and more effective in
that time, signaling the dawn of the corporate governance movement
that took firm hold in the 1980s. As a consequence of the rise in
204      In Managers We Trust


proxy contests in the late 1960s and early 1970s, Graham said that
“boards of directors have probably become more alive than previ-
ously to their fundamental duty to see that their company has a
satisfactory top management.”
    The 1980s brought more sophisticated and better-funded takeo-
ver tactics to corporate America, chiefly the tender offer, by which
shareholders simply exit a company with unsatisfactory management
and performance. The result has been the creation of a market for
control of corporations, a way to give real meaning to the share-
holders’ voice. Thus, Graham’s plea made at the dawn of the cor-
porate governance era assumes greater value now: “that stockholders
consider with an open mind and with careful attention any proxy
material sent them by fellow stockholders who want to remedy an
obviously unsatisfactory management situation in the company.”11
                                        C h a p t e r 1 3

     DIRECTORS AT
     WORK



     A   n increasingly common lament sung across corporate America
         is that directors are overworked. They are asked to do too much,
     must satisfy too many competing interests, and so on. There is a
     simple and sufficient solution to this condition. Directors should be
     asked to do a short list of five things and do them well. The key jobs
     entrusted to any board of directors are as follows:

     •   Selecting an effective chief executive
     •   Setting executive compensation
     •   Evaluating takeovers
     •   Allocating capital
     •   Promoting integrity in financial reporting

         Effective performance of these jobs ultimately depends not so
     much on governance mechanisms as on board trustworthiness. An
     investor should pay attention to how well directors perform these
     tasks as a way to gauge where along the continuum from owner
     orientation to manager orientation they sit. A management-oriented
     position is suggested by fat executive paychecks for a dismal perfor-
     mance. A stakeholder-oriented position reveals itself in poor returns
     on invested capital that keep unproductive plants operating in a bow
     to labor pressure. An owner orientation is reflected by good perfor-
     mance, reasonable executive pay, and the cultivation of productive
     workers in productive jobs.
         As a management orientation example, ask yourself whose inter-
     ests were really going to be served by AMP’s resistance to Allied-
     Signal’s bid discussed in Chapter 11? AMP’s shareholders objected,
     and so they obviously thought their interests were being disserved,
     and AMP’s plan to boost the company’s profitability included cutting

                                                                      205

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
206       In Managers We Trust


the work force by about 9%, or 4200 jobs, and closing ten factories.1
AMP’s board ultimately may have served the corporation’s interests
in concluding a deal with a friendly partner, but AMP’s CEO and
management undoubtedly pressured the board to resist what by all
accounts looked good for shareholders in favor of something that
looked bad for the workers.
    The best way to tell where a company sits is to investigate the
way its directors tackle their key jobs. Focus on those jobs and decide
which boards do them well.


HAIL TO THE CHIEF

The CEO sets the tone at the top. The CEO’s historical performance
on matters such as compensation, acquisitions, and capital alloca-
tion generally is the key question an investor should ask when judg-
ing a CEO and deciding whether to entrust wealth to his or her
management. Special attention must be paid to selecting a CEO
because of his or her unique role in the organization.
     Warren Buffett notes that standards for measuring a CEO’s per-
formance are either inadequate or easy to manipulate, and so a
CEO’s performance is harder to measure than that of most workers.
The CEO has no senior other than in theory the company’s board
of directors. That board is often handicapped in its performance
review, however, because of a lack of measurement standards and
because as meetings come and go, the relationship between the CEO
and the directors increasingly becomes congenial rather than super-
visory.
     Maintaining that supervisory attitude is critical. The board’s role
in reviewing the CEO’s performance is most acute precisely where
it can be most easily impaired: dealing with a mediocre manager. It
is easy for a board to get rid of a terrible manager; the hard case is
a so-so one. Recruiting the top talent and a roster of succession
candidates is a critical board function. Too often the importance of
this role is overlooked, as occurs when a board simply replaces an
outgoing CEO with the number two fellow at the company (which
happens about two-thirds of the time). This means that many boards
fail to evaluate changing organizational needs and variations in the
personal talents of the two at the top.2
     Abdication of a board’s responsibility for CEO selection is most
clear when a board simply allows an incumbent CEO to handpick
                                            Directors at Work       207

the successor. There is little reason to believe that even the most
outstanding CEO is as good as a top board at picking a new CEO.
The result is too often the need to oust the new CEO pretty early
in his or her tenure.
    Still, boards must evaluate a CEO’s performance regularly and
out of the CEO’s presence, and evaluating that performance is hard-
er than it seems. Both short-term results and potential long-term
results must be assessed. If only short-term results mattered, many
managerial decisions would be much easier, particularly those relat-
ing to businesses whose economic characteristics have eroded.
    Recall again Al Dunlap’s aggressive and doomed plan to turn
around the ailing Sunbeam. The huge accounting scandal that fol-
lowed in its wake also suggests its inherent stupidity. Once it was
clear that Dunlap was a terrible manager, it was easy for the Sun-
beam board to throw him out, but before the fallout he looked at
worst mediocre and therefore harder to disagree with.



PAY

Plenty of evidence shows that the total level of executive compen-
sation in the United States is positively correlated with the level of
corporate performance. Some evidence even shows a positive cor-
relation between performance and the portion of total compensation
paid in stock.3
    Even so, it is also obvious that some executives are paid sub-
stantially more than they should be in light of their performance.
Accordingly, investors should pay close attention to potentially pi-
ratical executive compensation.


Compensation Levels
This is not to say that it is desirable to have governance rules that
limit top executive compensation to some ratio of the pay of the
least compensated employee at a company. Indeed, Ben & Jerry’s
tried this during its early years of business life, capping its founder’s
and chief’s compensation at seven times that of the lowest-paid
worker. But once the company outgrew its founder’s managerial
skills, it was forced to go on the market to recruit top talent, and
that required a pay package way higher than that cap.4
208       In Managers We Trust


    If the early Ben & Jerry’s policy showed bad judgment, some of
the pay packages seen lately show something far worse. The CEO
of Network Associates (owner of the McAfee computer antivirus pro-
grams), for example, got about $7 million in shares of McAfee.com
just ahead of its IPO even though the business of Network Associ-
ates performed poorly and McAfee itself was losing money.5
    A key issue in the merger between Chrysler and Daimler-Benz
was the enormous difference between the two companies both in
the level of executive compensation and in the compensation ratios
of the highest-paid and lowest-paid employees. In 1997, for example,
Robert Eaton, Chrysler’s chairman of the board, received total com-
pensation of about $10 million, over 200 times the average worker’s
pay and nearly as much as the total compensation paid to all ten
members of Daimler-Benz’s management board combined. Daimler-
Benz’s chairman, Jurgen Schrempp, was paid about one-tenth as
much as Eaton, making his compensation approximately twenty
times that of the average Daimler-Benz worker.
    Thus, a major question in the merger was the form that the
combined entity’s compensation structure should take. Schrempp
pointed out that the existing pay differences reflected cultural dif-
ferences, particularly the somewhat more egalitarian corporate cul-
ture in Germany, as demonstrated by labor representation on super-
visory boards. He also predicted that the U.S. model would prove to
be the proper form for DaimlerChrysler and other transnational
companies, except that “the only way to make big pay packets so-
cially acceptable is by linking them closely to performance.”6
    Schrempp’s statement mirrors the rhetoric of corporate America.
Given that the other differences in corporate governance between
Germany and the United States are more nuanced and subtle than
is generally understood, you have to wonder if this was Schrempp’s
main point when he said that DaimlerChrysler created “the first
German company with a North American culture.” Any doubt was
cleared up when Schrempp subsequently proselytized for American-
style executive options at DaimlerChrysler’s April 2000 shareholder
meeting, something his German shareholders sensibly resisted.


Stock Options
A decade ago corporate governance mavens urged boards to pay
managers more in stock than in cash to promote an alignment of
interests between managers and shareholders. The response was tre-
                                          Directors at Work       209

mendous, a bit like the apocryphal story of Lady Astor’s famous quip
on the Titanic: “I asked for ice, but this is ridiculous.”
    What the governance gurus got was a proliferation of payment
not in stock that was the functional equivalent of the forgone cash
but instead stock options with a value vastly exceeding what the cash
payment could reasonably have been. The explosion of option-based
compensation remains one of the most controversial subjects in cor-
porate governance history.
    Some say that the widespread use of stock options in the United
States simply reflects the priority given to this alignment goal in the
United States and that its relative infrequency in Europe and else-
where reflects the absence or irrelevance of this goal. However, the
talk of alignment is more myth than truth and too often represents
an attempt to sanitize management compensation packages that con-
flict with shareholder interests (not to mention labor interests).


Stock Option Myths
No evidence indicates that the prevailing structure of executive com-
pensation in the United States comes anywhere close to aligning
manager and shareholder interests. On the contrary, a great deal of
evidence demonstrates that the compensation structure is random.
    Many corporations give their managers stock options which in-
crease in value simply through earnings retention, rather than be-
cause of improved performance resulting from superior deployment
of capital. By retaining and reinvesting net income, managers can
report annual earnings increases without doing anything to improve
real returns on capital.
    Buffett makes the point: “You can get the same result personally
while operating from your rocking chair. Just quadruple the capital
you commit to a savings account and you will quadruple your earn-
ings. You would hardly expect hosannas for that particular accom-
plishment.”7
    When that happens, stock options rob the corporation and its
shareholders of wealth and allocate the booty to the optionees. In-
deed, once granted, stock options are often irrevocable and uncon-
ditional and benefit the grantees without regard to individual per-
formance—a form of instant robbery.
    Even if stock options encourage optionees to think as share-
holders would, optionees are not exposed to the same downside risks
as shareholders are. If economic performance improves and the
210      In Managers We Trust


stock price rises above the exercise price, the optionees will exercise
the option and share in the increase with shareholders. But if eco-
nomic performance is unfavorable and the stock price remains below
the exercise price, optionees simply will not exercise the option.
Shareholders suffer from the corporation’s unfavorable performance,
but an option holder does not.
    These awards also exacerbate the misalignment of interests be-
tween corporate option holders (usually senior executives) and other
workers. The awards dramatically increase the compensation differ-
ential between highly paid executives and ordinary laborers, a ratio
which is significantly higher in the United States than it is in Europe
and elsewhere. Accordingly, when stock options are used, they
should be spread throughout the employee base—as GE has done—
rather than limited to the top dogs.


Stock Option Costs
The direct cost to shareholders of stock option compensation is the
dilution of their ownership interest. A common managerial response
to the dilution is to buy back outstanding shares. The trouble with
that solution is that it devours corporate funds that might be more
profitably deployed.
    Shocking indirect costs are accounting rules that fail to require
employee stock options to be recorded as an expense on the income
statement.8 This translates into earnings per share figures that over-
state actual earnings for companies with executive stock options out-
standing. Even the diluted earnings per share figure does not reflect
these costs.
    Accordingly, you must adjust earnings figures for the cost of op-
tions. Doing this is not easy, however, for not all information is nec-
essarily found in the financial statements. You need to examine the
footnotes for something called overhang, which is the percentage of
the company that outstanding stock options would represent if they
were exercised. The average percentage has mushroomed from under
10% a few years ago to nearly 15% now.
    Still, the actual cost of options is not presented directly, though
there is some footnote disclosure about this. The real cost equals
the price at the time of exercise minus the amount the executive
pays (the exercise price). This is the truest measure of cost because
the company could have generated that much by selling the optioned
shares to others at the prevalent price instead of at the option price.
    The cost of executive stock options is substantial, averaging
                                          Directors at Work       211

about 5% of annual earnings among S&P 500 companies and in
some cases amounting to half of reported earnings, including at Ya-
hoo!, Polaroid, and Palm.9 In less dramatic but still striking exam-
ples, if stock options were recorded as a cost, the 1999 earnings of
some major companies would be slashed: Cisco, 24%; Microsoft,
12%; IBM, 8%; and Oracle, 16%.10
    These cost effects extend for many years, depending on the life
of the options. At many companies, options have a life of five years.
Increasingly, companies extend their lives to as long as 10 and 15
years.


Accountability
Legal rules are ill equipped to police executive compensation. The
general stance of U.S. courts is to evaluate compensation issues, if
at all, under a waste standard. This standard rarely upsets corporate
decisions. Waste requires pretty much the irrational trashing of cor-
porate assets in ways akin to dumping truckloads of cash into the
Hudson River. In the case of executive compensation, U.S. courts
are quite deferential to management indeed.
    As for securities disclosure laws, the SEC requires substantial
and focused disclosure of top executive compensation in compara-
tive performance charts. Nevertheless, corporations continue to
structure executive compensation packages so that they don’t show
up in the bottom-line numbers. For example, after accounting stan-
dard setters ruled that a reduction in the exercise price of a previ-
ously issued option had to be recorded as an expense on the income
statement, many companies chose instead to extend the life of the
option.
    Without effective legal or accounting regulations, the chief job
of policing executive compensation lies with the corporate board.
Board members must insist that executive compensation peg indi-
vidual contributions to corporate performance. Measuring executive
performance by business profitability is the most definitive yardstick
with regard to shareholder as well as labor interests. When measur-
ing performance, companies should reduce earnings by the capital
employed in the relevant business or by the earnings the firm retains.


Caveat
While Warren Buffett tends to share these criticisms of stock option
compensation packages, he is careful to record the following caveat:
212       In Managers We Trust

      Some managers whom I admire enormously—and whose oper-
      ating records are far better than mine—disagree with me re-
      garding fixed-price options. They have built corporate cultures
      that work, and fixed-price options have been a tool that helped
      them. By their leadership and example, and by the use of options
      as incentives, these managers have taught their colleagues to
      think like owners. Such a culture is rare and when it exists
      should perhaps be left intact—despite inefficiencies and ineq-
      uities that may infest the option program.11

    Investors should look for boards that take the lead in policing
stock option compensation, but beware—they are scarce.


DEALS

Just as the disease of random executive compensation must be
avoided by intelligent investors and trustworthy boards, so must the
costs of imprudent acquisition policies and defensive tactics.


Offensive
Offensive acquisition strategies require careful board attention be-
cause of the strong possibility that even outstanding senior managers
possess individual interests that conflict with owner interests. Ac-
quisitions give CEOs enormous psychological benefits by expanding
their dominion and generating more action. Acquisitions driven by
these sorts of impulses come at shareholder expense.
    Most acquisitions do not achieve gains in business value. A 1999
study by the global accounting firm KPMG concluded that “83% of
mergers [during the period 1996–1998, when trillions had been paid
in merger deals] failed to produce any benefits for shareholders and,
even more alarming, over half actually destroyed value.” That study
also found, based on interviews with managers involved in mergers,
that less than half did any postdeal review to test whether value was
added or subtracted!12
    A governance problem exists because most acquisition attempts
do not come to the board for discussion until the process is sub-
stantially under way and until after the CEO has invested substantial
personal capital in them. Rejecting an acquisition proposal after the
CEO invests substantial personal capital is often considered a rejec-
tion of the CEO who presented the proposal to the board. This prob-
lem is especially acute among CEOs who resent hearing bad news.
                                          Directors at Work       213

Cascades of stupid acquisitions come pouring in, often drowning the
board’s better judgment.
     These timing problems make it difficult to design a governance
mechanism that would alleviate this pressure on the board. The ego
problems are just as intractable, as another Buffettism suggests:
“While deals often fail in practice, they never fail in projections—if
the CEO is visibly panting over a prospective acquisition, subordi-
nates and consultants will supply the requisite projections to ration-
alize any price.”13
     Mattel, for example, is a worldwide leader in the design, man-
ufacture, and distribution of toys. In May 1999 it bought the Learn-
ing Company, a producer of educational software for personal com-
puters. Mattel paid for the $3.8 billion purchase by using Mattel
stock at a time when the stock was trading at about $26 a share
(down already from an average trading price over the prior year of
around $40). Mattel’s chair, Jill Barad, announced in July 1999 that
the Learning Company was contributing to Mattel’s overall opera-
tions with “exceptionally strong growth” in revenues and margins and
said this “was one of the reasons this merger made so much sense
for Mattel.”14
     Barad did not say how the computer software business related
to Mattel’s traditional products, such as Barbie dolls, Fisher-Price
toys, and Hot Wheels. But just three months later, in October
1999, Mattel announced that the Learning Company division’s rev-
enues had declined and it had lost money because of, among other
things, higher than expected product returns from customers and
write-offs of bad debts.15 Instead of earning $50 million that quar-
ter as Barad estimated, it lost over $100 million, and Mattel’s stock
plummeted to about $11 a share. Many analysts, at least in hind-
sight, reported that these problems at the Learning Company were
not new and should have been uncovered and discounted before
Mattel bought it.
     These analysts also thought that Mattel fit the description of a
company about to make a bad acquisition. If sales growth in your
core business is declining and you can’t seem to do anything about
it through product, marketing, or distribution improvements, one
impulse is to buy yourself some growth through an acquisition. Mat-
tel’s sales growth, incidentally, was declining in its core products
right before the Learning Company acquisition. So too, for that mat-
ter, was the Learning Company’s. (Mattel’s board ousted Barad in
early 2000, awarding her an exorbitant severance package, and re-
placed her with Kraft Foods CEO Robert Eckert.)
214      In Managers We Trust


     Contrast Mattel’s story with the policies of Disney. Disney’s
philosophy is to make only acquisitions that are in a related or
complementary field that current management understands fully,
and at a fair price. In its most important acquisition, Capital Cities
ABC fit the bill. Disney’s long-time chairman, Michael Eisner, had
worked at ABC from 1966 through 1976 and had seen it grow from
a network critics called the “fourth of three” to first place in every
category.
     After Capital Cities bought ABC in 1986, Tom Murphy and Dan
Burke catapulted it to yet new heights, and the combination with
Disney made sense. Walt Disney himself liked ABC as well. After
all, ABC helped finance Disneyland in 1955, and Walt brought ABC
to Hollywood when he began what is now The Wonderful World of
Disney. Disney’s Internet business benefited enormously from the
addition of ABC.com, ESPN.com, and a host of cable assets that
enable important growth opportunities.

Defensive
Takeover defenses are the flip side of offensive acquisition strategies.
Antitakeover devices such as the poison pill protect management’s
decision making by discouraging attempts to acquire the corporation
or remove incumbent directors (as AMP’s defense against Allied-
Signal attests). If some or a majority of stockholders deem a takeover
attempt to be in the corporation’s and their best interest and the
potential acquirer is willing to pay a premium over the prevailing
market price or intrinsic value of the corporation’s common stock,
antitakeover devices work against shareholders.
    Disney’s acquisition philosophy is also illustrative on this side of
the table. Corporate raiders of the early 1980s sought to acquire
Disney and bust it up but Roy Disney would not let that happen.
He preserved Disney as a great American institution and facilitated
a recommitment to the fundamental businesses that had made it
great. Disney animation, for example, with Roy at the helm, rein-
vented itself and surged with a long series of critically and popularly
acclaimed films. In doing so, Disney adopted the best takeover de-
fense strategy there is: an extraordinary business. (More on Disney
in the next chapter.)
    To be sure, situations exist in which hostile offers are inadequate
and not in the interests of the corporation or any of its constituents.
Yet incumbent managers facing unwanted takeover talks naturally
                                            Directors at Work        215

will resist the efforts of the acquiring firm whether or not their re-
sistance best serves the corporation. After all, in most cases their
jobs are at risk.
     Within U.S. corporations—and probably increasingly within cor-
porations organized elsewhere—takeovers put unmatured stock op-
tions at risk. Faced with this prospect, managers may employ mech-
anisms designed to resist inferior bids in an effort to resist superior
bids. They thus may use a poison pill against a bid that is great for
shareholders when it should be used only to deter bids that are bad
for shareholders.
     In these situations, boards must recognize that CEOs and their
troops are under fire, just as they are when a board challenges one
of their proposed offensive acquisitions.
     In both situations boards should expect managers to adopt a
siege mentality which obscures honest thinking about what is in the
owners’ interests. In both offensive and defensive situations there is
no clear mechanism that can assure that boards will respond prop-
erly, but boards must at least recognize what is happening psycho-
logically in these situations if they hope to respond effectively at all.
For investors, identifying directors with that capacity is key.


CAPITAL

A company generating substantial amounts of excess cash can deploy
it in one of four ways. It can reinvest in the business, repurchase its
own shares, distribute the cash in dividends to shareholders, and, as
was just noted, make acquisitions.
     Aside from a few formal and manipulable limits, U.S. law gives
boards of directors unbridled discretion in the choice of these uses,
including declaring and paying dividends and making or not making
repurchases. Corporate charters rarely restrict dividend policies, al-
though a corporation’s loan and credit agreements sometimes do.
     The policy of most U.S. boards is to pay regular quarterly cash
dividends at a stable or steadily increasing dollar amount. This pat-
tern is inconsistent with the reality that underlying business perfor-
mance is hardly ever that smooth. Earnings are almost always bumpy
(even if less bumpy than average stock prices).
     Dividends tend to be way higher than they should be. Given the
importance of dividend policy in capital allocation decisions, certain
common reasons that boards use to justify their policies, such as
216      In Managers We Trust


signaling confidence and giving the appearance of reliability, are ei-
ther strange or disingenuous.
     We should give credit to boards that use a more rigorous ap-
proach for setting dividend policy, an ideal set forth by Warren Buf-
fett. The test distinguishes between restricted earnings, those which
must be reinvested in a business just to maintain its competitive
position, and unrestricted earnings, which should be retained only
when there is a reasonable prospect that for every dollar retained,
at least one dollar of market value will be created for shareholders;
otherwise, the dollar of earnings should be paid out.16 Microsoft fol-
lows this policy pretty well, never having paid a dividend and gen-
erating great returns on the reinvested capital.
     Boards can justify retaining earnings under this test only if the
capital retained produces incremental earnings at least equal to the
return generally available to the shareholders. For companies that
can reinvest earnings in this manner, dividends should not be paid
and boards should ignore any negative signals this policy sends, such
as lack of confidence or unreliability (though they should pay atten-
tion to the resulting tax advantages to shareholders).
     The smartest thing a company can do with undervalued stock is
to buy it back. Obviously, if a stock is selling in the market at half
its intrinsic value, the company can buy $2 in value by paying $1 in
cash. You rarely find better uses of capital than that. Stock repur-
chases usually give a stockholder a slight tax advantage. Dividends
on common stock are taxed as ordinary income at rates as high as
39.6%, whereas income generated by the repurchase of stock held
longer than a year is treated as capital gains at rates no higher than
20%.
     Stock buybacks are not always what they seem. They reduce the
number of a company’s shares outstanding, thus increasing earnings
per share. The typical result is that investors buy more of that stock
and thus bid the price up, mistakenly believing that the repurchases
are a managerial signal that the company’s stock is underpriced. Of-
ten, however, the repurchase program is a cognate of a stock issu-
ance program to offset shares issued upon the exercise of stock op-
tions. The increased stock price, after all, means increasing the value
of stock options on that stock. When a repurchase program and an
issuance program are run simultaneously, you should be more dis-
criminating in your judgment of what management is doing.
     It is possible that this effect could lead management (with many
stock options at its feet) to prefer buybacks even if that were not
                                           Directors at Work       217

the smartest way to allocate the company’s capital. Indeed, options
create incentives to borrow money for stock repurchases that boost
earnings per share and return on equity. That poses a major risk, as
a smaller equity base in a crisis can push a company closer to bank-
ruptcy, severely damaging shareholder interests (as well as the inter-
ests of others).
    In contrast to the occasional wisdom of stock repurchases is the
universal folly of stock splits. Stock splits have three consequences,
none of them beneficial to the stockholders. They increase trans-
action costs by promoting high share turnover; they attract share-
holders with short-term, market-oriented views who unduly focus on
stock market prices; and, as a result of both of those effects, they
lead to prices that depart materially from intrinsic business value.
    With no offsetting benefits, splitting a stock is nonsense. Nev-
ertheless, most companies do it, including GE, Microsoft, and Am-
azon.com. Berkshire Hathaway is one of the handful that don’t. After
going public in mid-1997, Amazon.com split its stock three times
from June 1998 to September 1999! GE split its stock only nine times
in its hundred-plus-year history, though three of those splits oc-
curred in the last six years of the 1990s.
    The only meritorious argument favoring stock splits is that they
reduce the per share price of stock and thus enable a wider investor
group to participate. If no U.S. company in history had ever split its
stock, the per share price of some of the best companies would be
in the tens of thousands of dollars (as is the case at Berkshire Hath-
away, for example). That price level is prohibitive for many investors.
This argument does not justify the high frequency of stock splits,
however, which are used to keep prices below a couple of hundred
dollars—an amount that is affordable by all investors.


CHECKING UP

As Chapter 10 showed, for accounting information to be valuable,
users must have justifiable confidence in its integrity. Forces that
jeopardize integrity are often intractable: Business innovation, evo-
lution, and complexity, coupled with the formal nature of accounting
rules inevitably create a substantial zone of managerial discretion in
financial reporting.
    Integrity in financial reporting is promoted through internal con-
trol systems and by external auditor certifications, both of which can
218      In Managers We Trust


constrain managerial discretion somewhat. For these mechanisms to
be effective, however, the board of directors must assure that both
internal controls and external audits do this.
     Internal financial reporting controls are designed to assure that
transactions are executed in accordance with management policy
and are recorded properly in the accounting records (and to assure
that assets are deployed only in accordance with management pol-
icy). They range from daily journal entries that are reviewed regularly
by others, to periodic taking of inventory, to procedures for review
of judgments concerning depreciation, to the articulation and review
of risk management policies. Some of these tools are required by
federal securities laws.
     Within a corporation, both the board of directors and the man-
agers play a role in defining, implementing, and evaluating internal
controls. In principle, however, the chief and ultimate responsibility
for internal controls rests with the board of directors, both as a mat-
ter of common sense and as a matter of policy. Boards have a com-
parative informational advantage and greater motivation to police
managerial opportunism than managers do. This obligation entails
supervising the design of internal control systems and supporting
their administration.
     The critical importance of internal controls to the integrity of
financial reporting is evidenced by the requirement that outside au-
ditors review them in connection with annual audits of a company’s
financial statements. This audit is intended to obtain objective as-
surance that the financial statements are relevant and reliable, based
on a general review of the financial statements and the underlying
day-to-day records and periodic summaries on which they are based.
     The audit is a monitoring mechanism that lends credibility to
the financial statements. For that credibility to be meaningful, how-
ever, the auditor must work closely with members of the board of
directors, and both the auditor and those directors must act with
diligence, independence, and awareness. Several challenges are
posed for a board and its audit committee.
     First, an audit conducted by an independent firm does not
change the fact that a company’s management prepares the financial
statements and is responsible for them. The audit is a review of those
statements. The audit does not entail a review of every financial
transaction in which the company engaged during the period covered
by the financial statements. That is a practical impossibility for any
auditor and even more so for any audit committee. Businesses en-
                                           Directors at Work       219

gage in huge numbers of financial transactions during the course of
the typical financial period, usually one year. Instead, audits are con-
ducted on a “test basis” by reviewing a sample of the hundreds or
thousands of transactions of a variety of kinds engaged in by the firm
over time.
    Second, with respect to the detection of fraud, neither the au-
ditor nor the audit committee is always in a position to root it out.
This is the case principally because it is impossible for the audit to
include an examination of every single transaction in which a com-
pany engaged or in which management says it engaged.
    Third, the auditor must be independent of the company, a re-
quirement imposed by the canons of professional responsibility of
the auditing profession; so too must the members of the audit com-
mittee, a requirement of stock exchange rules endorsed by the SEC.
Audits lacking impartial and objective professional judgment fail to
promote financial reporting integrity. At best, they end up function-
ing as merely another type of internal control.
    Audits are harmful if they carry a false appearance of indepen-
dent certification that induces undue reliance. Also, since effective
independent audits include testing internal controls, the integrity of
those systems is undermined by a nonobjective and potentially bi-
ased audit that diminishes rather than enhances overall integrity.
    Audit firm independence is a hot topic. The big global auditing
firms have expanded their businesses beyond the traditional audit
function to include consulting and other practices that could in
some circumstances compromise their ability to contribute integrity
to financial reporting. These firms have merged, restructured, or
been acquired by other corporations. Their clients and business are
evolving into more sophisticated, technologically advanced, and
transnational operations.
    The SEC established the Independence Standards Board (ISB)
to address auditor independence issues,17 but it remains a principal
responsibility of the board of directors and its audit committee to
assure an independent financial review. Those in charge are account-
able for adopting a diligent and alert mind-set that lets them rigor-
ously assess the company’s internal controls, the testing of its
reported accounts, and the likelihood that what they see account-
ingwise is what really happened businesswise.
    The audit committee is the one place where independent direc-
tors are called for, but independence is not as essential as expertise
in accounting and/or auditing, as the new stock exchange rules now
220        In Managers We Trust


require. That is a crucial step (though by no means a sufficient one)
in giving assurance that, in the words of the traditional SEC stan-
dard, “a reasonable investor, knowing all relevant facts and circum-
stances, would perceive an auditor as having neither mutual nor
conflicting interests with its audit client and as exercising objective
and impartial judgment on all issues brought to the auditor’s atten-
tion.”
    Only then are financial statements worth analyzing. Auditing is
an area over which the board of directors must take control and
provide leadership. Boards that consistently do this deserve credit.
Those which do not should be penalized—and they should be pe-
nalized long before the outside auditor gets around to blowing the
whistle, as shareholders of Rite-Aid discovered to their chagrin and
loss in late 1999, when its outside auditors resigned from their audit
engagement on the grounds that they could no longer trust man-
agement to tell them the truth!

    Important as the auditor, audit committee, and board are in their
key jobs, there remains one person holding the torch for investors—
the CEO. Buffett says:
      The term “earnings” has a precise ring to it. And when an earn-
      ings figure is accompanied by an unqualified auditor’s certifi-
      cate, a naive reader might think it comparable in certitude to π,
      calculated to dozens of decimal places.
           In reality, however, earnings can be as pliable as putty when
      a charlatan heads the company reporting them. Eventually truth
      will surface, but in the meantime a lot of money can change
      hands. Indeed, some important American fortunes have been
      created by the monetization of accounting mirages.18
    Avoiding charlatans is even more important than identifying ex-
cellent boards, so let’s move on to the corner suite.
                                       C h a p t e r 1 4

     THE FIRESIDE CEO



     T    he legendary investor Phil Fisher described his scuttlebutt ap-
          proach to investing as requiring diligent investigation of man-
     agement. He boldly interviewed a company’s customers, suppliers,
     and employees about the managers and also spoke to management
     directly. The Fisher method is followed today by venture capitalists
     but is prohibitive for most average investors, who cannot get out and
     visit those folks or even talk to them.
          Some reasonable substitutes are available, though. You can listen
     in on the investor conference calls held by most companies on a
     quarterly basis and chaired by the CEO (the dial-in numbers for
     these calls are available from the company and from most brokerage
     firms). You can also attend the periodic “road shows” that companies
     take through your locality; they are particularly worthwhile when the
     CEO is in tow (which isn’t always the case) and you can attend
     annual meetings to get a bird’s-eye view of the chief. These and other
     events are often available on the Internet as Webcasts.
          You can also read the voluminous material written about the
     CEOs of most companies and by the CEOs themselves. At the top
     of the reading list for insight into the character and business ori-
     entation of a CEO is his annual letters to shareholders. Most of
     these are public relations documents, ghostwritten, stylized, and full
     of puffery. No one is fooled by messages written in the promotions
     department, but among the glossy, photograph-laden, chart-strewn
     marketing materials are a handful of letters actually written by the
     CEO. Those are the letters worth reading.



     MASTER SERVANTS

     The seven basic characteristics most widely cited by venture capi-
     talists as important to look for in managers are integrity, achieve-

                                                                        221

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
222       In Managers We Trust


ment, energy, intelligence, knowledge, leadership, and creativity.1
Which of these is the most important?
     Obviously, you want to avoid entrusting your wealth to a brilliant
crook or a trustworthy idiot. An above-average IQ and these other
traits are certainly assets, but your CEO need not be in the top 10%
in the world on all these scales (who is?).
     You might be tempted to follow the line of Fred Schwed in Where
Are the Customers’ Yachts? who joked that he’d prefer a smart crim-
inal to an honest bonehead because at least with a writ and a cop
he’d collect from the thief whereas all he’d get from the bonehead
was a pathetic apology. Don’t do this.
     Buffett repeatedly emphasizes that the one characteristic that
belongs on a pedestal is integrity. This means a CEO who thinks of
your interests first, one who has what Buffett calls an owner orien-
tation. CEOs reveal the degree of their owner orientation in their let-
ters, as described by the rules Warren Buffett sets for himself when
he writes his annual letter to Berkshire Hathaway shareholders: “to
tell you the business facts that we would want to know if our posi-
tions were reversed. We owe you no less. . . . The CEO who misleads
others in public may eventually mislead himself in private.”2 Apply
that standard in evaluating whether a CEO deserves your trust.
     Everyone knows that Warren Buffett is an enormously successful
investor, but not everyone is aware that he is also an enormously
successful and owner-oriented manager. On this score, Buffett is to
business management what Ted Williams was to baseball. Both are
in classes by themselves, Ted constantly hitting near .400 and War-
ren constantly writing lucid and candid reports of his successes and
failures at Berkshire Hathaway (compiled into the book The Essays
of Warren Buffett: Lessons for Corporate America).
     While Buffett is in a class by himself, there are many runners-
up, and searching for them by reading CEO letters is a valuable and
often entertaining investing exercise. This chapter looks at what is
revealed by the letters of three leaders who display not only honesty,
the key characteristic you should seek in a CEO, but also in various
degrees achievement, energy, intelligence, knowledge, leadership,
and creativity.


ACTION

Few CEOs have affected corporate America as GE’s Jack Welch has.3
By word and action since taking the helm at General Electric in
                                           The Fireside CEO       223

1979, Welch has redefined major aspects of business management.
In his widely followed annual letters to GE shareholders, Welch ar-
ticulates a creative set of core operating elements and explains how
their practical applications produce a new kind of company that ex-
ploits the vast resources of a large organization with the passion and
hunger usually associated with smaller companies, all within a cor-
porate culture committed to cultivating the best practices.
    GE is one of the largest companies in the world. Welch trans-
formed it from a widely diverse set of 350 businesses and major
product lines into what he calls an “integrated, diversified company.”
Welch determined that GE’s strength from diversity could be real
only if each business was number one or two in its particular market.
Through a policy of “fixing, selling, or closing” businesses that
weren’t, Welch led GE to occupy a leadership position in the dozen
businesses it now operates. Those businesses are integrated as an
overall company through a boundaryless culture united by a shared
thirst for better ideas to work faster and reach higher.
    GE shareholders benefited enormously from this culture of
boundaryless and integrated diversity, enjoying average annual re-
turns on equity exceeding 24% during Welch’s stewardship. Hun-
dreds of thousands of GE employees also benefited through an en-
hanced system of internal rewards and recognition that encourages
involvement. A large number of GE alumni moved on to lead other
businesses, including Larry Bossidy, former CEO of AlliedSignal and
coauthor with Welch of a number of his letters.
    Ideas generated or adapted at GE were celebrated among other
businesses and leaders, for the concept of boundarylessness is taken
so literally at GE that it shares its ideas the world over. As Welch
notes, a key GE value is to treat resource allocation as a dynamic
process: “Sometimes a business benefits as a net importer of dol-
lars, ideas and talent while at other times the same business will be
called upon to be a net exporter for the benefit of the Company as
a whole.”
    Accolades for GE flowed during Welch’s stewardship. Fortune
magazine named GE its “Most Admired Company in America” in
1998 and 1999, and The Financial Times named it “the World’s Most
Respected Company” in those two years. Time magazine upped the
ante, calling GE “the Company of the Century,” and a 1999 Business
Week survey said that GE boasted the best board of directors. As
Welch said in his 1999 letter, Thomas Edison would be pleased with
the company he founded over a century ago.
    Welch’s letters not only contain a firsthand account of the de-
224       In Managers We Trust


velopment of GE’s unique culture but also reflect Welch’s imagi-
nation, energy, and vision. They are a concrete exposition of the
values that pervade GE’s culture, how those values are implemented,
their fruits, and the qualities of leadership that make it all possible—
a great resource for the sophisticated investor as well as the intel-
ligent manager.

The Core Operating Elements
Welch envisions an organization without boundaries. Artificial walls
dividing parts of the inside of an organization are to be destroyed.
The entire enterprise is a team, and responsibility is shared. A cul-
ture without boundaries renders impossible excuses such as “not
invented here,” a common way to evade responsibility. In this cul-
ture, Welch created “a vast laboratory whose principal product is new
ideas.” Ideas generated in one place are transported to others.
    External boundaries are also exploded in this corporate culture.
Employees engage with broader communities through volunteer
work, and the company participates in outreach programs. GE en-
gages its various constituents as part of its daily life, learning how
better to serve customers as well as coventurers, distributors, and
others. GE is happy to learn from its own but equally happy to adapt
ideas created by others, including suppliers and competitors.
    Boundaries retard development, stifle creativity, and complicate
operations. Destroying boundaries enabled GE to flourish amid
Welch’s three other core operating elements: speed, stretch, and sim-
plification.
    Speed thrives on change. Teamwork enhances speed, enabling
substantial increases in measures of performance straight across a
business. For example, by diminishing the cycle from order to re-
mittance, speed enhances inventory turnover. For a company GE’s
size, every single-digit improvement in its inventory turnover pro-
duces over a billion dollars in free cash for investment.
    Speed’s “fun and excitement” facilitates stretch, the idea of al-
ways setting outsized goals. The stretch philosophy says that if you
think you can increase inventory turnover by one point in the next
cycle, set your goal at increasing it by two points. A boundaryless
culture is the key to a successful stretch philosophy because it em-
phasizes that “the quality of effort toward achieving the ‘impossible’
is the ultimate measure” of performance.
    Stretch reverses much of conventional practice and incentive
                                           The Fireside CEO       225

structures in business. At many businesses, managers set targets and
are evaluated on the basis of whether they meet them. The incentive
is to set modest targets. In a stretch setting managers are encouraged
to set extraordinarily ambitious goals and are then evaluated accord-
ing to how they did in one period compared to how they did in the
prior period. In short, “performance is measured against how the
world turned out to be—how well a business anticipated change and
dealt with it—rather than against some ‘plan’ or internal number
negotiated a year earlier.”
     Speed and stretch are complemented by the final core operating
element of a boundaryless environment: simplification. Complexity,
whether in business organization charts, communications, or goal
setting, impairs speed and stretch and is foreign to a boundaryless
culture. Simplicity breeds self-confidence, which is conveyed
through direct plans and straightforward speech, setting “big, clear
targets.” The clarity arising from simplicity has another big virtue:
It enhances speed. As Welch says, “simple messages travel faster,
simpler designs reach the market faster, and the elimination of clut-
ter allows faster decision making.”

The Implementing Practices
GE implements its core operating elements of speed, stretch, and
simplification to realize the fruits of these elements. The key to pro-
ducing those fruits is the concept of integrated diversity. It is the
strength a company generates from being number one or number
two in all its businesses and drawing on the resources of each busi-
ness to sustain or enhance its position in others.
     Two steps were necessary to achieve integrated diversity at GE.
The first was to keep only the businesses that were number one or
two in their particular markets. Each business needs to be strong in
its own right. Then the collection of businesses produces “a critical
mass of competitive advantage.” To exploit that competitive advan-
tage in turn requires delayering the management structure, which
Welch achieved by dismantling the multiple layers of management
that had clogged the company in the earlier era. Delayering en-
hanced productivity, making the aggregate of the parts far more pow-
erful than their mere sum.
     Through a strategy called “Work-Out,” Welch sought and got
input from everyone in the company (and some people outside it).
Long before Perot and Clinton repopularized the town meeting con-
226       In Managers We Trust


cept in American politics, GE practiced it, getting ideas from those
closest to the particular problem. This technique not only is most
likely to generate the best solutions, it also builds self-confidence
through participation and counters insecurity by discouraging turf
battles, parochialism, and other impediments to speed and stretch.
     Apart from these practices within the boundaryless culture,
Welch instilled a sense of the right sorts of managers for a thriving
enterprise. Four types of managers are defined. The first two are
easy: Type I believes in GE’s values and delivers (and sticks around),
whereas type II does neither (and doesn’t last long). Type III is a
believer but an erratic deliverer and usually gets another chance.
Type IV is the trickiest: He or she delivers short-term results but
does not believe in GE’s values. Instead of living and breathing boun-
daryless values and energizing and exciting people to new heights of
creativity and productivity, this manager controls, oppresses, intim-
idates, and squeezes people. Welch solved the type IV case by ele-
vating shared values above short-term results, and so these types
don’t last long at GE either.
     GE’s system of rewards and recognition glues these managerial
qualities to GE’s values by reinforcing its boundaryless and speed/
stretch culture. Under Welch’s stewardship at GE, the number of
employees eligible for stock options soared from 400 to nearly
30,000. Speakers at big company meetings are selected not by their
title or rank but on the basis of “what people know that can be
shared, borrowed, and expanded on.”
     Finally, GE’s “360 degree” management appraisal calls for man-
agers to be evaluated not only by their superiors but also by
the people who work under and alongside them. This evaluation
focuses GE’s leaders “on finding and rewarding people who dem-
onstrated an ability to get every mind in the organization into the
relentless search for ideas.”

Fruits of the Culture
Concrete results of the core operating elements implemented
through a strategy of integrated diversity and Work-Out include
those generated at GE’s Crotonville Institute management school
and those originating on shop floors throughout the company. Best
practices has become a model emulated throughout the world and
is a hallmark of Welch’s GE. Crotonville is a wellspring of thought
on management and business, producing great ideas for decades and
                                            The Fireside CEO       227

sharing them not only with GE businesses but with businesspeople
the world over.
     Welch notes that “the intellectual underpinning of Work-Out
consists of ideas like worker involvement, trust and empowerment—
shopworn and even platitudinous concepts.” Yet he goes on to say
that at GE, “the difference is that our whole organization is, in fact,
living them, every day.” GE wields these “soft concepts” as real com-
petitive weapons in victorious battles, not merely “inscribing them
on coffee mugs and T-shirts.”
     Crotonville, as Welch describes it, combines the “thirst for learn-
ing of academia with an action environment usually seen only in
small, hungry companies.” Animating GE’s culture of ideas is a mode
of thought linked to the core operating elements of speed and stretch
called bullet-train thinking. Originated by the CEO of Yokogawa, this
metaphor signifies that if you want to increase a train’s speed by 10
mph, tinker with its horsepower; if you want to double it, break out
of conventional thinking and goal setting.
     The fruits of the learning culture reinforce the core operating
elements by producing additional mechanisms. Consider two big
ideas embraced at GE that also exhibit the speed and stretch phi-
losophy. Co-location, Welch says, is the “ultimate boundaryless be-
havior.” As “unsophisticated as can be,” it means conducting all the
functions for a product in one room without walls. All project par-
ticipants are simultaneously involved, including at the design stages
people from manufacturing and marketing as well as suppliers and
customers. Quick response is a cycle-time reduction technique that
similarly erases barriers between functions for a product. With co-
location, it vastly reduces average inventory and proportionately bol-
sters inventory turnover.
     Other fruits of this learning culture taken from outside GE help
implement the core operating elements. Demand Flow Technology
was borrowed from the GE customer American Standard to multiply
inventory turnover and move toward GE’s goal noted in an earlier
chapter of zero working capital. Quick Market Intelligence (QMI), a
strategy adapted from Wal-Mart to get direct customer feedback
weekly, “employs out-of-the-box thinking and cross-functional teams
dedicated to removing obstacles to cost reduction.” The Toshiba-
originated idea of Half Movement, another variation on the speed-
stretch operating elements, envisions each product being produced
with half the parts and half the weight in half the time.
     Six Sigma quality is perhaps the most famous concept Welch
228       In Managers We Trust


pioneered at GE. It means “the virtual elimination of defects from
every product, process and transaction [GE] engages in every day
around the globe.” It is not just a slogan but a measurement: It
means “fewer than 3.4 defects per million operations in a manufac-
turing or service process.” That is nearly perfect quality when you
consider that average sigma quality in corporate America is around
3 or 4, at a cost of about 10 to 15% of corporate revenues, Welch
reports.
    Led by experts on quality who, depending on their skill level in
Six Sigma thinking, are creatively called Master Black Belts, Black
Belts or Green Belts, the activity dissects every process to improve
key business concerns such as enhancing customer productivity and
reducing customer capital outlays while increasing the “quality,
speed and efficiency” of all GE operations.
    Launched in 1995, Six Sigma quality spread “like wildfire”
throughout GE to generate substantial returns on the billion-plus
dollars invested in it. For example, Six Sigma contributed over $300
million to GE’s operating income in 1997, $750 million in 1998, and
about $2 billion in 1999, and the impact continues. Profit margins
at GE historically ran around 10%, but with Six Sigma they were
boosted to 15% to 17% and higher.
    All this leads to what Welch hoped for all along: a new kind of
company that is a hybrid of typical large companies with vast re-
sources and typical small companies with insatiable appetites. Welch
denies that GE is a conglomerate in the usual sense of the word.
Welch’s model is very different. It calls for GE to reign only over
businesses where it is number one or number two, generate ideas
from those businesses, and spread them to the others, all in a culture
of energy, excitement, and creativity.
    The learning culture created by Work-Out and boundarylessness
that fueled Six Sigma gains enabled GE to get into e-business far
more rapidly and with greater depth and breadth than pretty much
any company close to its size. GE generates billions in revenue from
its e-business, but Welch notes that the transformation it has
brought is more pervasive.
    Tackling the question of why the Internet revolution began at
small start-ups rather than big resourceful companies such as GE,
Welch speculated that it was a mystery of the unknown. At GE,
however, it did not take long for people to overcome that e-fear
and digitize the entire company, a task Welch says was way easier
than anyone at the company had ever imagined. E-business was
                                             The Fireside CEO       229

made for GE, he says, telling us that the “E” in GE assumes a
whole new meaning in this learning culture that rides out all great
new ideas.

Leadership
Creating, implementing, and harvesting best practices from a boun-
daryless culture built on speed, stretch, and simplification require
leadership. The cornerstone of successful leadership is recognizing
that people matter most in any organization. Welch repeatedly em-
phasizes this characteristic, which is the essence of Work-Out, the
bedrock of best practices, and the sine qua non of superior man-
agement teams.
    Leaders must constantly be on guard. They must take reality
checks and face the results. They must avoid the pervasive tempta-
tion to wish, hope, and temporize. Equally important, leaders must
encourage their troops to do the same. To ignite a mammoth com-
pany like GE with the energy of a small company requires “passion,
hunger, appetite for change, customer focus, and, above all, the
speed to see reality more clearly and to act on it faster.” Doing all
this, Welch concludes, requires leaders to foster a culture in which
everything “comes back to people—their ideas, their motivation,
their passion to win.”
    Effective leaders share the same values as their troops. GE’s
enormous size and diversity are bound together through common
values. These valves include excellence measured in terms of cus-
tomer satisfaction, acceptance of change as a constant force, candid
communication in all directions, and acceptance of the paradox of
managing such an organization, which is simultaneously a single
entity and a collection of many different businesses.
    Driving all GE’s initiatives are what Welch calls a “a unique
brand of 21st century business leader—the GE ‘A’ player.” These are
leaders with “a vision and the ability to articulate that vision to the
team, so vividly and powerfully that it also becomes their vision.”
They embody GE’s “4Es” of leadership—Energy, Energize-ability,
Edge, and Execution. In other words they embody enormous per-
sonal energy, the ability to energize others, “the instinct and the
courage to make tough calls decisively but with fairness and absolute
integrity,” and “the consistent ability to turn vision into results.” The
best A leaders, Welch concludes, are like the best coaches: They
insist on having only A players on the field.
230       In Managers We Trust


    Welch developed a culture of creativity—one without the bar-
nacles of bureaucracy that retard progress—where it is possible to
blend the virtues of both large and small organizations. Boundary-
lessness is a “behavior definer” that gets people together as teams
with speed and drive. Work-Out epitomizes a process designed to
generate and capture good ideas whatever their origin. This culture
and these processes characterize the type of company GE has be-
come: a company of action, just like its leader.


LIGHTS

The Walt Disney Company is no Mickey Mouse operation, and CEO
Mike Eisner knows it.4 Eisner has one of the most enviable jobs in
the world, but he makes it look easier than it is. Since 1984 he has
run Disney as if he himself were Walt Disney—the ultimate owner
orientation. The animation, the characters, the films, the broadcast
TV, and now publishing and bigger theme parks keep Eisner on his
toes at this multi-billion-dollar entertainment company.
    In his letters to shareholders, Eisner summarizes his views on
management and strategies for growth through times of change and
economic adversity. Direct commentary on specific aspects of Dis-
ney’s entertainment business—animation, characters, television,
Euro Disney, and the Internet—evinces qualities of trust as well as
creativity and leadership. Eisner discusses some of the special prob-
lems a large, exquisitely public company such as Disney confronts
as a business operated in the limelight of public opinion.

The More Things Change . . .
Eisner sums up his whole philosophy of business as follows: “call
meetings about subjects that really matter—and show up.” Parallel-
ing the situation at Welch’s GE, the big meetings at Disney are the
“synergy meetings” that bring together the heads and top managers
of each division to share ideas so that the best of one division can
be transplanted to the others. Motivated by Disney’s general devo-
tion to synergy and all the participants’ desire to impress their col-
leagues “with the breadth and creativity of their synergistic initia-
tives,” participants prepare hard for these gatherings, with
tremendous results.
    The synergy meetings reflect an overall strategy at Disney an-
                                             The Fireside CEO        231

chored on four guiding lights. First and foremost is the goal of in-
creasing shareholder wealth while simultaneously discharging re-
sponsibility to Disney’s employees and its communities in an ethical
manner. The second goal is “to increase productivity through supe-
rior work,” emphasizing that setting “the highest standards drives the
highest results.” The third goal is to “concentrate on continuing to
lead creatively,” and the fourth is a “strategic direction of quality and
innovation.”
     These anchoring qualities are necessary to exploit the opportu-
nities and confront the challenges posed by constant change.
“Change is the engine of growth and the muse of creativity,” Eisner
says. It’s what makes things happen in life and at Disney. Eisner
addresses technological change with special lucidity. Soothsayers
regularly announce the edge of technology as spelling doom for cer-
tain industries, such as entertainment, in the face of advances such
as 500-channel television capability.
     Eisner loves it, likening such predictions to those Walt faced
when TV first emerged and forecasters foretold the death of film.
Far from shutting down any aspects of Disney’s business, TV gave
Disney a new outlet for its products. For those who are creative and
driven, such technological and other changes mean opportunity, not
obsolescence.
     Tough times must be dealt with when they come, of course, but
it is far better to deal with them before they come—in robust eco-
nomic times. Eisner thinks that way, and Disney’s business is orga-
nized that way. Although Eisner no longer likes the term “recession-
resistant” as a description of Disney, the account he gives of its
ability and strategy to make headway in tough economic times makes
the label apt.
     The roaring economic climate of the 1980s led many companies
(and individuals) down shortsighted and treacherous paths, but not
Disney. It stayed clear of overpaying for businesses; didn’t acquire
what it didn’t need; kept its balance sheet clean, strong, and finan-
cially conservative; grew internally; preserved its franchise by nur-
turing its core values; and avoided teaming up with others who could
detract from the Disney brand.
     Opportunities present themselves, of course, and even a conser-
vative company must be ready to exploit them. The fall of commu-
nism opened enormous new markets. Disney penetrated them
through Euro Disney and through television programming in former
Soviet bloc countries.
232       In Managers We Trust


     Through adversity and opportunity, Eisner recounts how the
challenges he faces are not all that different from those Walt Disney
faced 50 or 60 years ago. The challenges listed in Disney’s annual
report of 1940 were eerily similar to its list in 1990: external world
crises such as war, studio expansion, film production expansion, for-
eign currency fluctuations, and control over the cost of creative tal-
ent. All these things remain, including, the pundits notwithstanding,
the risk of war, which is hardly expected far in advance by the in-
vesting public.
     Disney’s recession resistance comes from a combination of a
strong brand, financial conservatism, and a disciplined emphasis on
growth that concentrates mainly on internal expansion supple-
mented with selective expansion through prudent acquisition. Ex-
ternal expansion is prudent when it is necessary to preserve access
to the means of entertainment delivery, especially to the home en-
tertainment environment. That often entails expansion through tech-
nological advances, but Eisner cautions that he will not let Disney
invest in technology for its own sake.
     Disney’s commitment must be to the content of the entertain-
ment, Eisner says, not its delivery mechanisms. He regards Marshall
McLuhan’s claim that “the medium is the message” as anachronistic,
maybe true when written but no longer the case in a world of pro-
liferating delivery systems—numerous broadcast networks, indepen-
dent television stations, and the advent and multiplication of home
video, satellite, and the Internet. “What has counted from the time
of Homer, Chaucer and Shakespeare to the present is the story and
the skill with which it is told, whatever the medium,” he observes.
     Even so, Eisner aggressively led Disney to embrace the Internet.
Among Disney’s major assets are some of the most visited Web sites:
Disney.com for entertainment, ESPN.com for sports, and ABC.com
for news. By partnering first with Starwave, a leading technology
company, and then with Infoseek, one of the most popular Web
search engines, Disney also created the Go Network, an Internet
space that collects and offers content from all Disney units.

Magic and Mice
Eisner explains that many people in the early 1980s thought ani-
mation was dead, a lost art. Roy Disney disagreed and proved that
when done properly, animation was magic. And as Eisner says,
“magic is the essence of Disney.” Disney’s success in renewing ani-
                                           The Fireside CEO        233

mation was the product of a two-part strategy. First, it successfully
rereleased the great classics in old and new venues—in theaters and
then on the Disney Channel and on home video. Second, Disney
bolstered its motion picture animation organization. That effort was
a splash, producing such phenomenal productions as Who Framed
Roger Rabbit?, The Little Mermaid, Beauty and the Beast, Aladdin,
The Lion King, and Pocahantas. These efforts continued through the
1990s with Tarzan, a smash hit which weighs in as the second most
successful animated film Disney ever released.
    These blockbusters tower alongside such brand-name Disney
characters as Mickey Mouse and help define Disney as a family-
oriented company. That enables it to avoid dependency on the hit-
or-miss business orientation shackling many other studios. Film-
making is a high-risk industry: Millions can be invested in a film
with no assurance of any return. That is why most major movie
studios release a dozen or more films per year, betting that the hits
will offset the misses (a practice not unlike that of dot-com specu-
lators in the late 1990s and early 2000s).
    Disney’s strategy for overcoming these industry conditions is to
concentrate on cost control and selectivity. Two applications follow.
First, Disney emphasizes its family-oriented brand identification.
This creates a special niche that largely liberates Disney from the
hit-or-miss strategy. Second, that emphasis also gives Disney an op-
erating edge in the live-action film (and television) business, allowing
successes such as Father of the Bride, The Hand That Rocks the
Cradle, and Sister Act (plus scores of others too numerous to men-
tion, but think of Toy Story, Armageddon, The Horse Whisperer, and
Good Will Hunting).
    The television business is even tougher than the motion picture
business, but again, Disney leverages its animation strengths to over-
come industry challenges. The Disney Channel is a major vehicle
for animation and a major competitive advantage for Disney in the
television business, with subscriber increases generally outpacing
those at competitor channels. Even before it acquired ABC in 1995,
Disney placed numerous successful shows with the networks, in-
cluding Home Improvement, Golden Girls, and Empty Nest. It later
scored knockout points with the ABC hit Who Wants to Be a Mil-
lionaire?, which Eisner says “transcended being a mere television
show and has entered into the culture.”
    If magic is the essence of Disney, Mickey Mouse is its manifes-
tation. Mickey’s prominence leads Eisner to explore the intriguing
234       In Managers We Trust


question, “Which came first, Mickey Mouse or the Disney com-
pany?” The answer is not easy. Of course the company came first as
a logical and chronological matter, but Mickey was the company’s
real launching pad. Eisner quotes Walt Disney as fondly repeating:
“Remember, this all started with a mouse.” And it continues with
that mouse, as Eisner describes how Disney pulled out all the stops
to stage a worldwide celebration of Mickey’s sixty-fifth birthday in
1992.
    Among the toughest business challenges Eisner and Disney
faced in recent years was the development of Euro Disney. This am-
bitious theme-park undertaking was years in the making. During
many of them, Eisner expressed high hopes and great optimism.
Then struggles ensued, delays slowed progress, and hopes were low-
ered. But with tenacity bolstered by a long-term vision, Eisner and
Disney pulled through and Euro Disney opened with success. Eis-
ner’s candor in admitting trouble and accounting for his own errors
is a sign of trustworthiness that no investor should ignore.

Managing in the Spotlight
Euro Disney got a lot of press, but so do most activities of a company
that is a piece of American cultural history. This unyielding spotlight
poses special management problems that Eisner describes with great
understatement and felicity. Disney takes the lumps for its mistakes
but gets praise when it deserves to. Under Eisner’s stewardship Dis-
ney regularly ranks among the best entertainment companies in the
world, one of the best-managed companies overall, and one of the
most profitable and financially stable entertainment companies. In
1991 Disney also joined the Dow, the only representative of the en-
tertainment industry in that barometer of American (and world) fi-
nancial health.
    Eisner attributes these successes to his entire management team
as well as all Disney employees, whom he affectionately refers to as
the “cast of Disney.” The spirit Eisner conveys to the cast of this
family entertainment company resonates with civic virtue and
public-spiritedness. From generating research funding for AIDS at
the 20th Anniversary Celebration of Walt Disney World in 1991, to
furnishing financial sustenance to a downtown theater in Los An-
geles in 1997, to practicing sound environmental policies company-
wide, Disney is long on public values. Disney is a major supporter
of education through an effort that dramatizes the importance of
                                          The Fireside CEO       235

teachers in society and responded generously to the upheaval re-
flected in the Los Angeles riots of 1992.
    Eisner’s exorbitant stock options remain controversial and a
sticky issue (as was his decision to hire talent tsar Mike Ovitz, who
lasted at Disney for 14 months but cost the company several hundred
million dollars in severance payments). These options warrant care-
ful scrutiny in his case, as with all managers. Eisner makes no bones
about his pay level, arguing that his performance at Disney justifies
it. Whether you agree is a judgment call. Some investors could rea-
sonably adjust their valuation of Disney on the basis of both the
awards and Eisner’s defense of them; the question is what his ac-
count tells you about whether you want to entrust your wealth to
him.


TRUST

The Coca-Cola Company remains one of the world’s premier cor-
porations.5 Three priorities guided Coke’s actions under its late
CEO, Roberto C. Goizueta: creating value, strengthening the com-
pany’s trademarks, and focusing on the long term. These priorities
pervade and define Coke, a $150 billion operation when Goizueta
died in 1997, up from a $4 billion operation when he became CEO
a little more than a decade earlier. The lively pages of Goizueta’s
passionate and clear writings, some cowritten with his former right-
hand man, Donald Keough, explain why.
    Consider first a few of the benchmarks. In 1995 and 1996 Coca-
Cola led Fortune’s ranking of wealth creators. As of year end 1995
its market cap was $93 billion, an increase in shareowner wealth of
$38 billion over the prior year. As of year end 1996 that figure had
increased to $131 billion, adding another $38 billion. While in 1976
Coca-Cola was the twentieth best wealth creator among publicly
traded U.S.-based companies, by 1995 it was fourth and in 1996 it
was first.
    In 1995 and 1996 the total return on Coca-Cola stock exceeded
40%, and during the preceding 15 years it produced an average com-
pound annual total return rate of 30% (counting reinvested divi-
dends). From 1980 through 1995 Coca-Cola’s share price grew at an
average annual compound rate of 24%, creating nearly $89 billion
in shareowner wealth, compared with increases of 12% in the Dow
and 11% in the S&P 500. The annualized total return from 1981
236       In Managers We Trust


through 1990, assuming reinvestment of dividends, was 37%, and
from 1986 through 1990, it was 34%.
    Driving these spectacular results, Goizueta repeatedly empha-
sized, was growth in unit case volume. From 1985 through 1995, unit
case volume outside North America grew at an average annual com-
pound rate of 8.2%, while within the United States it grew at an
average annual compound rate of 4.2% (compared with 2.7% indus-
trywide). In 1996 Coca-Cola set another record, with worldwide unit
case volume up 8% and selling 13.7 billion unit cases. Sales of the
Coca-Cola brand itself grew by nearly 450 million unit cases (a 6%
increase over 1995), while Sprite grew by more than 138 million unit
cases (up 13%, its third consecutive year of double-digit growth).


Owner Orientation and Long-Term Thinking
Adding fuel to this unstoppable engine was Goizueta’s business phi-
losophy. Goizueta saw himself as the steward of shareholder capital,
always tying Coke’s activities to shareholder values. He said that
“solid unit case volume growth is the foundation for generating eco-
nomic profit, which, experience teaches us, is the key to increasing
the value of [our shareowners’ investment].”
    Under Goizueta, Coke focused on its core businesses and
adopted a long-term time horizon. Through disciplined and patient
attention to building the Coke brand for the long term, Goizueta
also created another trademark at Coke: a company with an un-
quenchable thirst for selling more product to more customers all
over the world.
    Goizueta believed that “the best way to generate consistently
strong short-term results is to keep our attention riveted on the long-
term.” That long-term focus during the 1980s and 1990s meant build-
ing step by step a “global business machine capable of sustaining
strong, profitable growth” over the decades to come.


Branding
At the foundation of that global business is the Coke brand. It “not
only has universal appeal and accessibility, but also meets the fun-
damental, frequently recurring human need for refreshment.” To get
people to choose Coke to meet their daily liquid needs, building
                                           The Fireside CEO       237

brand strength was the key. Brand strength was for Goizueta not
solely about delivering value to the marketplace, marketing research
results, or balance sheet impacts. Goizueta defined brand strength
in terms of its “ability to command a premium price in exchange for
the very real and obvious value it delivers in return.”
    Managing brand strength need not be tricky, although enough
businesses have squeezed brand strength to the point where its
price-value relationship led to its rejection by the market. Coke did
not make that mistake under Goizueta’s leadership. Instead, it con-
tinually sought to find ways to add brand strength by differentiating
the products, “making them unique and distinctive.” For many years
Coke used the AAA approach to its brand strength: availability, af-
fordability, and acceptability of its products. That strategy worked
well, but Goizueta moved to the next level in 1995, to the PPP ap-
proach: pervasive penetration (rather than mere availability), price-
to-value ratios for customers (rather than mere affordability), and
preferred (to merely acceptable).

Financial Prudence
Another foundation of Coke’s enormous success was Goizueta’s
commitment to financial prudence, epitomized by his decision in
1994 to effect at Coke a “financial reformation.” Noting that Coke’s
historical financial prudence had ossified by the early 1980s—“effec-
tively trapping a live organism within the hard constrictions of its
own fossil shell”—and rejuvenated in the latter 1980s, Goizueta re-
stated that commitment.
     Goizueta announced a new way of measuring Coke’s perfor-
mance. Economic profits (a version of what would later be called
economic value added), not just growth in revenues or earnings,
became the yardstick. Economic profit is “net operating profit after
taxes, less a charge for the average cost of capital employed to pro-
duce that profit.”
     Evaluating businesses with this measure led Coke to divest some
poorly performing operations and renewed the focus on the core
business of soft drink concentrate (with some holdings in bottlers
complemented by an economically profitable foods business).
     Coke used debt sparingly to enhance shareholder returns and
effected share repurchases to enhance earnings per share. It lowered
its dividend payout ratio while increasing the annual dividend to free
238       In Managers We Trust


up cash for reinvestment at low cost. It reinvested those and other
funds to expand its global bottling network to erect an extensive and
efficient business system. All this Goizueta explained with great clar-
ity to his fellow shareholders.

Infrastructure Fortification
Part of that investment helped finance improvements in its bottlers’
processing and distribution systems. Not only did those investments
bolster current and future product sales (and strengthen the Coke-
bottler partnership), Coke could subsequently sell its interest in the
investment at an additional profit for its shareholders.
    Goizueta called Coke’s investment in and development of an ex-
tensive and efficient bottling and distribution system “infrastructure
fortification.” It entailed continued and deeper investments in the
system that bottles and distributes Coca-Cola products. A variety of
means were used to fortify the system, from encouraging bottlers to
reinvest to investing equity directly and supplying managerial exper-
tise.
    Through these practices, Coke expanded around the globe to
nearly two-hundred countries to create billions of new potential cus-
tomers. Between 1980 and 1994 the number of potential Coke cus-
tomers more than doubled. With sales volume growth as the key to
sustaining value growth, this shows why Coke’s average return on
capital was over triple the approximate cost of that capital.
    Adding strength to Coke’s focus on the core brands in its global
business system was geographic diversification. Coke enjoys a
strong—maybe dominant—position in blue chip markets such as the
United States, Germany, and Japan. It is committed to dominating
new worlds of opportunity such as eastern Europe and Indonesia.
Add to that the “start-up” markets of China and India and you have
overall diversity through which to “use existing strengths to create
future strengths.” (That fortification is one of the reasons Coke pre-
vailed against the adversity of the Asian financial crisis of 1998.)

Resource Allocation
In Coke’s global business environment, Goizueta said, his primary
challenge was to optimally allocate resources generated in developed
markets to invest in less developed ones. The greatest growth poten-
tial for Coke in the world, Goizueta told a group of students in 1995,
                                           The Fireside CEO        239

was in southern California! Coke sold more cans and bottles of Coke
per capita in Hungary than in southern California, making the latter
the more “emerging” of the two markets.
    Financial reformation, infrastructure fortification, and geo-
graphic expansion were meant to create the “best machine possible.”
A complementary initiative would “equip that machine with a
uniquely powerful growth engine.” This was the consumer marketing
effort designed to drive world demand for the brand. It called for
Coke to market its products as distinctive—“different, better and
special”—relentlessly deepening brand power.
    Goizueta ignored the varied views from the sidelines that ranged
from those who said Coke already was a premier consumer market-
ing outfit and could do no more to those who said there were plenty
of other great companies that hold that title. Noting that the average
human body needs at least 64 ounces of liquid daily to survive, Goi-
zueta saw Coke as having a huge window of opportunity.
    Goizueta sought to promote the brand everywhere in the world,
driving dramatic growth in already developed markets such as the
United States, Japan, and Europe. To deepen brand strength verti-
cally—that is, in existing strong markets as compared to horizontal
building in new ones—required exploiting Goizueta’s commitment
to product differentiation. Goizueta said that if the keys to selling
real estate are location, location, location, the “keys to selling con-
sumer products are differentiation, differentiation, differentiation.”
Many were astonished in 1996 when Coke did what they thought
was impossible: It surpassed the combined consumption of the two
leading teas in the United Kingdom and that of the leading bottled
water in France!

Learning Culture
These insights guided Coke instinctively for years. Goizueta set them
out in writing as part of an effort to create throughout the company
a “learning culture” in which these principles were institutionalized.
Like GE’s Welch, he sought to learn from every participant in Coke’s
business: consumers, customers, partners, competitors, and even un-
related organizations. For example, another reality at Goizueta’s
Coke was his team’s ability to find opportunities others could not
see. His people search the world not to see where Coke already is
but to see where it is not.
    Goizueta helped create another extraordinary reality: Coca-Cola
240       In Managers We Trust


adds value “to everyone who touches it.” Shareholders, bottlers,
Coke’s customers, and end consumers all benefit from Coke. Goi-
zueta emphasized particularly Coke’s relationships with its bottlers.
Throughout the world, a once-fragmented group of bottlers increas-
ingly consolidated on a country-by-country basis—in Japan, Ger-
many, and elsewhere—to gain substantial competitive advantages. As
for the customers, many restaurants must sell three hamburgers to
make the same profit they make from selling a large Coke. Coke
went out of its way to let its customers know this.

Conquering Economic Adversity
Concentrating on the long term by emphasizing short-term prudence
is how Coke and Goizueta conquered the economic adversity of the
early 1990s. Coke deployed its resources amid global economic mal-
aise to cope with the slowdown through strategic pricing and cost
controls. It deployed those resources to capitalize on those condi-
tions by making flexible marketing investments. In this two-front
campaign Goizueta never wavered from his conviction, shared by
Keough and Coke’s other top managers, that a hybrid perspective is
optimal: What distinguished Coke was its simultaneous “constancy
of purpose” and its “continuous discontentment with the immediate
present.”
    That hybrid perspective was doubly valuable in facing adversity
and proved the adage that tough times make the strong stronger.
The aggressive investment in the long-term growth and value of the
business, in good times as well as in bad, is what’s behind Fortune
magazine’s regular ranking of Coke as one of the most admired com-
panies in America, especially for its long-term investment value.
    Goizueta’s long-term orientation gave succor in bad times, as did
his unwillingness to waste energy on forecasting the economic fu-
ture. It is not possible to control external events such as “global
economic trends, currency fluctuations and devaluations, natural
disasters, political upheavals, social unrest, bad weather or schizo-
phrenic stock markets,” but Goizueta notes that he and every other
manager has complete control over his or her own behavior.
    Managers cannot allow themselves to be distracted by the exter-
nal environment. What they can and should do is focus the man-
agement team on what it can control: resource deployment to build
a foundation for future growth, whatever the current economic cli-
mate. The future, in those terms, is in no way preordained but in-
                                            The Fireside CEO       241

stead is “an infinite series of openings, of possibilities.” He empha-
sized that what uncertainty calls for, especially in difficult economic
environments, is what the Greeks called practical intelligence. This
world view “forces adaptability and teaches constant preparedness.”

Pragmatism
Practical intelligence also “acknowledges that nothing quite suc-
ceeds as planned” and that what is crucial is “pragmatic adaptability”
to what is new. And new always comes—change is inevitable. The
sharp business focus at Coke is what best prepared the company to
meet change. Indeed, as Goizueta suggested, few large companies
are as focused as Coke or as “tightly riveted” to a particular business
as Coke is to soft drinks.
    Animating Goizueta’s letters was an overarching dominant
theme: The company’s shareholders own it. All other themes—build-
ing brand strength through the AAAs or PPPs, differentiating the
brand as special and better, fiscal prudence, and focus—serve the
ultimate principle that the investors are the owners.
    Success at Coke, Goizueta emphasized to all the troops, was
“creating value for the people who have entrusted their assets to us.”
That is the reason why the company (and any other business) exists.
All the other social benefits Coke or any other company generates
by “serving customers and consumers, creating jobs, positively im-
pacting society, supporting communities—happen only as long as we
fulfill our mission of creating value for [shareholders],” Goizueta
said.

    Shortly before his death Goizueta quoted for his management
team the words of the German poet and playwright Goethe: “What-
ever you can do or dream you can, begin it. Boldness has genius,
power and magic in it. Begin it now.”
    Goizueta believed that boldness sustains growth. He expressed
gratitude to all the participants in the Coke venture—associates,
customers, bottling partners, board members, and most of all, he
said, his fellow shareowners—for their trust and confidence in his
team’s ability to create value.
    Well-earned trust indeed, and indispensable when markets, num-
bers, and governance tell only part of the story in business analysis.
This page intentionally left blank.
     CONCLUSION:
     THE V CULTURE



     R     eaders with an arbitrage orientation may regret that the exem-
           plars of great modern CEOs covered in the last chapter, apart
     from Warren Buffett, consist of one who is dead, one who has an-
     nounced his retirement, and only one who is likely to reign for the
     foreseeable future. Who’s next, and why not name them?
          If I knew, I would not say. Not so much because I want to gain
     a competitive edge. No, my reticence is precisely because of an in-
     sight in this book: Judgment is the key, and my judgment will invar-
     iably differ from yours. Our circles of competence are necessarily
     different. Our interpretation of the past differs, and our prognosis
     for the future must as well. It contradicts the whole point of this
     book for me to tell you who I believe are the up-and-coming star
     CEOs. My picks are irrelevant to your judgments.
          Go back to the masters mentioned in Chapter 1 and you’ll see
     that it was precisely their independence of thought, their utter and
     profound common sense, which led to their remarkable success. I
     condense these ideas and insights in the spirit of a teacher and pro-
     fessor, not an investment adviser. I hope you’ll use these pages as a
     foundation for picking stocks as a savvy, sophisticated investor (or,
     failing that, picking advisers who share respect for the basic philos-
     ophy of outstanding investors such as Graham and Buffett).
          The basic philosophy of business analysis investing integrates
     three branches: finance, accounting, and governance. Finance is
     commonly defined as “the science of management of money and
     other assets.” So much for this definition, if you agree that finance
     is one part science and the other part art. Behavioral economics, a
     field that draws on numerous disciplines, including psychology, sta-
     tistics, history, and sociology, may deserve to be called a social sci-

                                                                        243

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244       In Managers We Trust


ence. Its approach to finance is the most promising, for it recognizes
the first branch of intelligent investing: Graham’s foundational in-
sight that price and value are different things.
    The meaning and measure of value are the second branch, pur-
suits requiring a grasp of basic ideas from the world of accounting.
Accounting has long been known as the language of business, and
the discretion managers have in applying accounting principles re-
quires intelligent investors to become translators of that language.
When that discretion is abused, it is safer to side with those who
declare accounting a state of mind rather than an art or science.
Fluency in accounting gives you a huge investment edge, and even
conversational accounting will put you at the top of the investing
class.
    Since market prices and accounting numbers are both fragile
grounds for firm and final investment decisions, the third branch is
managerial trustworthiness. Formal and overly general governance
principles don’t help very much here. What you need are people you
are happy to entrust your wealth with. Identifying them is all art.
    In the stock market forest, look for these three branches. They
enable you to steer away from the Q culture and thrive in the V
culture, a value-oriented investing culture nurtured by Graham and
Buffett.
     NOTES



     Chapter 1
      1.	 Benjamin Graham, The Intelligent Investor (1st ed. 1949; 4th rev. ed. Harper &
          Row, 1973), 108.
      2.	 Fred Schwed, Jr., Where Are the Customers’ Yachts? (1st ed. 1940; rev. ed. John
          Wiley & Sons, 1995), 6–7.
      3.	 The New York Stock Exchange Fact Book (New York, 1999), http://
          www.nyse.com; Gretchen Morgenson, “Investing’s Longtime Best Bet Is Being
          Trampled by the Bulls,” The New York Times, January 15, 2000.
      4.	 Report of the Presidential Task Force on Market Mechanisms (the Brady Re-
          port), 1988.
      5.	 Greg Ip, “Market on a High Wire,” The Wall Street Journal, January 18, 2000.
      6.	 Burton G. Malkiel, A Random Walk Down Wall Street (1st ed. 1973; 7th rev.
          ed. W. W. Norton, 1999), 57–61.
      7.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren Buffett:
          Lessons for Corporate America (The Cunningham Group, 1997), 72.
      8.	 Robert J. Shiller, Irrational Exuberance (Princeton University Press, 2000), 118–
          132, catalogs and evaluates the 25 top bursts and busts on global stock ex-
          changes during one- and five-year periods from the 1960s through the 1990s.
      9.	 Joseph de la Vega, Confusion de Confusiones (1st ed. 1688; rev. ed. John Wiley
                                    ´
          & Sons, 1996), 159–165 (the selected quotation condenses original material
          without indicating omissions).
     10.	 Malkiel, Random Walk, 185.
     11.	 Buffett and Cunningham, Essays, 63, 84. The price per share was $5.63, ag-
          gregating $100 million, compared to a value of $400 to $500 million.
     12.	 Graham, Intelligent Investor, 289 (footnote omitted).


     Chapter 2
      1.	 For additional analysis and sources, consult Lawrence A. Cunningham, “From
          Random Walks to Chaotic Crashes: The Linear Genealogy of the Efficient
          Capital Market Hypothesis,” The George Washington University Law Review,
          vol. 62 (1994), on which this chapter is based.

                                                                                       245

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
246         Notes

 2.	 Louis Bachelier, “Theory of Speculation,” reprinted in The Random Character
     of Stock Market Prices, Paul H. Cootner, ed. (rev. ed. MIT Press, 1964).
 3.	 Eugene F. Fama, “The Behavior of Stock Market Prices,” Journal of Business,
     vol. 38 (1965).
 4.	 Sidney S. Alexander, “Price Movements in Speculative Markets: Trends or Ran-
     dom Walks?” Industry Management Review, May 1961.
 5.	 Benjamin Graham, The Intelligent Investor (1st ed. 1949; 4th rev. ed. Harper &
     Row, 1973), 133.
 6.	 Paul A. Samuelson, “Proof That Properly Anticipated Prices Fluctuate Ran-
     domly,” Industry Management Review, Spring 1965.
 7.	 Milton Friedman, “The Methodology of Positive Economics,” in Essays in Pos-
     itive Economics (University of Chicago Press, 1953).
 8.	 Andrew Lo and A. Craig MacKinlay, A Non-Random Walk Down Wall Street
     (Princeton University Press, 1999).
 9.	 Eugene A. Fama, “Efficient Capital Markets: II,” Journal of Finance, vol. 46
     (1991).
10.	 James Tobin, “On the Efficiency of the Financial System,” Lloyds Bank Review,
     July 1984.
11.	 William F. Sharpe, Portfolio Theory and Capital Markets (McGraw-Hill, 1970);
     Kenneth J. Arrow, “Risk Perception in Psychology and Economics,” Economic
     Inquiry, vol. 20 (1982).
12.	 Lawrence H. Summers, “Does the Stock Market Rationally Reflect Fundamen-
     tal Values?” Journal of Finance, vol. 41 (1986).
13.	 Fischer Black, “Noise,” Journal of Finance, vol. 41 (1986).
14.	 Andrei Shleifer, Inefficient Markets: An Introduction to Behavioral Finance (Ox-
     ford University Press, 2000).
15.	 Harry M. Markowitz, Portfolio Diversification: Efficient Diversification of In-
     vestments (John Wiley & Sons, 1959).
16.	 Sharpe, Portfolio Theory and Capital Markets.
17.	 Andrei Shleifer, “Do Demand Curves for Stocks Slope Down?” Journal of Fi-
     nance, vol. 41 (1986).
18.	 Francis Fukuyama, Trust: The Social Virtues and the Creation of Prosperity (Free
     Press, 1995).
19.	 Graham, Intelligent Investor, 61, n. 2.
20.	 Lawrence A. Cunningham, ed., “Conversations from the Buffett Symposium,”
     Cardozo Law Review, vol. 19 (Sept.–Nov. 1997), 812.


Chapter 3
 1.	 For additional analysis and sources, consult Lawrence A. Cunningham, “From
     Random Walks to Chaotic Crashes: The Linear Genealogy of the Efficient
     Capital Market Hypothesis,” The George Washington University Law Review,
     vol. 62 (1994), on which this chapter is based.
                                                                 Notes         247

 2.	 H. E. Hurst, “Long-Term Storage Capacities of Reservoirs,” Transactions of the
     American Society of Civil Engineers, vol. 116 (1951).
 3.	 Edgar E. Peters, Chaos and Order in the Capital Markets (John Wiley & Sons,
     1991); Edgar E. Peters, Fractal Market Analysis: Applying Chaos Theory to In-
     vestment and Economics (John Wiley & Sons, 1994).
 4.	 Henri Poincare, Science and Method (1st ed. 1908; rev. ed. Dover Press, 1952).
                  ´
 5.	 Edward Lorenz, “Deterministic Nonperiodic Flow,” Journal of Atmospheric Sci-
     ences, vol. 20 (1963); Edward Lorenz, Nonlinear Dynamical Economics and
     Chaotic Motion (Springer-Verlag, 1989).
 6.	 Alan Wolf, “Chaos in the Stadium,” Algorithm, April 1992.
 7.	 These figures were prepared by Alan Wolf.
 8.	 Alan Wolf, et al., “Determining Lyapunov Exponents from Time Series,” Phys-
     ica, vol. 16D (1985).
 9.	 Benoit B. Mandelbrot, The Fractal Geometry of Nature (W. H. Freeman, 1988);
     Benoit B. Mandelbrot, ed., Fractals and Scaling in Finance: Discontinuity, Con-
     centration, Risk (Springer-Verlag, 1997).
10.	 Andrei Shleifer, Inefficient Markets: An Introduction to Behavioral Finance (Ox-
     ford University Press, 2000), 121–22.
11.	 John Y. Campbell and Robert J. Shiller, “The Dividend-Price Ratio and Expec-
     tations of Future Dividends and Discount Factors,” Review of Financial Studies,
     vol. 1 (1998); John Y. Campbell and John Ammer, “What Moves Stock and Bond
     Markets: A Variance Decomposition for Long-Term Asset Returns,” Journal of
     Finance, vol. 48 (1993).
12.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren Buffett:
     Lessons for Corporate America (The Cunningham Group, 1997), 72.
13.	 Warren E. Buffett, “The Superinvestors of Graham and Doddsville,” Hermes
     (Columbia Business School), Fall 1984.
14.	 Benjamin Graham, The Intelligent Investor (1st. ed. 1949; rev. ed Harper & Row,
     1973), 36–37.
15.	 Ibid.


Chapter 4
 1.	 Alex Berenson, “On Hair-Trigger Wall Street, A Stock Plunges on Fake News,”
     The New York Times, August 26, 2000.
 2.	 Susan E. Hurd and Jonathan M. Winer, “On-Line Securities Fraud Under Scru-
     tiny,” The New York Law Journal, February 22, 2000.
 3.	 Professor Howard M. Friedman of the University of Toledo Law School fur-
     nished testimony providing some of these examples before the Permanent In-
     vestigations Subcommittee of the Senate Governmental Affairs Committee on
     March 22, 1999.
 4.	 SEC v. Francis Tribble & Sloane Fitzgerald, SEC Litigation Release No. 15959,
     October 27, 1998.
248         Notes

 5.	 SEC v. Remington-Hall Capital Corp. & Douglas T. Fonteno, SEC Litigation
     Release No. 15943, October 22, 1998.
 6.	 Alex Berenson, “Two Accused of Using E-Mail to Commit Stock Fraud,” The
     New York Times, February 25, 2000.
 7.	 Jeffrey Keegan, “Regulators Step Up Fight against Internet Fraud,” Investment
     Dealers Digest, August 7, 1998.
 8.	 Philip L. Carret, The Art of Speculation (1st ed. 1930; rev. ed. Fraser, 1984).
 9.	 Edwin LeFevre, Reminiscences of a Stock Operator (1st ed. 1923; rev. ed. John
               `
     Wiley & Sons, 1994).
10.	 Benjamin Graham, The Intelligent Investor (1st ed. 1949; 4th rev. ed. Harper &
     Row, 1973), 142.
11.	 Leslie Eaton, “Internet Investing: Spotlight on Risk,” International Herald Trib-
     une, December 6, 1996.
12.	 SEC v. Aziz-Golshani, No. 99–13139 (CBM) (Federal Central District of Cali-
     fornia, December 15, 1999); Rebecca Buckman and Michael Schroeder, “Web
     Postings Draw Charges of Stock Fraud,” The Wall Street Journal, December 16,
     1999; Gretchen Morgenson, “Internet’s Role Is Implicated in Stock Fraud,” The
     New York Times, December 16, 1999.
13.	 SEC Litigation Release No. 16399 (January 5, 2000) (reporting on SEC v. Yun
     Soo Oh Park, Federal Northern District of Illinois, Case No. 00C 0049); Jen-
     nifer Friedlin, “The SEC Files Civil Fraud Charges against Tokyo Joe,” The-
     Street.com & NYTimes.com, January 2000; John C. Coffee, Jr., “Tokyo Joe and
     the First Amendment,” The New York Law Journal, January 20, 2000.
14.	 “Net Damage: PairGain Hoax Revealed,” Investor Relations Business, April 26,
     1999; Associated Press, “PairGain Worker Sentenced in Fraud Case,” The New
     York Times, August 31, 1999.
15.	 Alex Berenson, “S.E.C. Reaches Settlement in Web-Based ‘Pump and Dump’
     Case,” The New York Times, March 3, 2000; Michael Schroeder, “Georgetown
     Students Draw Web Investors—and an SEC Bust,” The Wall Street Journal,
     March 3, 2000.
16.	 William M. Bulkeley, “Presstek Suit Alleges Short Sellers Posted False State-
     ments On-Line,” The Wall Street Journal, September 18, 1997.
17.	 Gretchen Morgenson, “S.E.C. Says Teenager Had After-School Hobby: Online
     Stock Fraud,” The New York Times, September 21, 2000.
18.	 Lawrence Harris, “Volatility, Portfolio Insurance, and the Role of Specialists
     and Market Makers,” Cornell Law Review, vol. 74 (1989), provided part of the
     foundation for the following discussion.
19.	 Michael Schroeder and Randall Smith, “Sweeping Changes in Market Struc-
     ture Sought: Major Firms Propose Central Order System and Single Regulator,”
     The Wall Street Journal, February 29, 2000; Alex Berenson, “Top Wall St. Ex-
     ecutives Urge Trading Overhaul,” The New York Times, March 1, 2000.
20.	 Michael Schroeder, “NASD, NYSE Discussed Merging to Keep Up With Mar-
     ket Changes,” The Wall Street Journal, March 3, 2000; Greg Ip and Randall
                                                                 Notes         249

    Smith, “Instinet, Datek Recently Held Merger Talks,” The Wall Street Journal,
    March 3, 2000.
21.	 Thomas Kalinke, “Sleepless in New York: Evening Hours at the Exchange,”
     Financial History, vol. 69 (Spring 2000).
22.	 Rebecca Buckman, “Heavy Losses: The Rise and Collapse of a Day Trader,”
     The Wall Street Journal, February 28, 2000.
23.	 Senate Governmental Affairs Committee, Permanent Subcommittee on Inves-
     tigations, February 25, 2000; Bloomberg News, “Day Trading’s Risks and Pres-
     sures Are Described to a Senate Panel,” The New York Times, February 25,
     2000.
24.	 Gerald M. Loeb, The Battle for Investment Survival (1st ed. 1935; rev. ed. John
     Wiley & Sons, 1996).
25.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren Buffet:
     Lessons for Corporate America (The Cunningham Group, 1997), 90.
26.	 Edward Wyatt, “Day Traders Are Formidable Market Force,” The New York
     Times, April 14, 1999.
27.	 The Charles Schwab Corporation, 1999 Annual Report, 41–42; Patrick Mc-
     Geehan, “Profit Up at Citigroup, Merrill and Schwab,” The New York Times,
     April 18, 2000.
28.	 Patrick McGeehan, “The Unmutual Fund,” The New York Times, May 18, 2000.


Chapter 5
 1.	 Benjamin Graham, The Intelligent Investor (1st ed. 1949; 4th rev. ed. Harper &
     Row, 1973), 110.
 2.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren Buffett:
     Lessons for Corporate America (The Cunningham Group, 1997), 120, 122, 134.
 3.	 Ibid., 110.
 4.	 John C. Bogle, Common Sense on Mutual Funds (John Wiley & Sons, 1999).
 5.	 Gerald M. Loeb, The Battle for Investment Survival (1st ed. 1935; rev. ed. John
     Wiley & Sons, 1996).
 6.	 Buffett and Cunningham, Essays, 79; Graham, Intelligent Investor, 54, 282–
     283.
 7.	 Gretchen Morgenson, “Buying on Margin Becomes a Habit,” The New York
     Times, March 24, 2000.
 8.	 Gretchen Morgenson, “Stock-Trading Cheerleader Now Faces $45 Million
     Debt,” The New York Times, April 19, 2000.
 9.	 Nick Leeson, Rogue Trader (Warner, 1997).
10.	 Graham, Intelligent Investor, 228–231.
11.	 Buffett and Cunningham, Essays, 57.
12.	 Charles T. Munger, “A Lesson on Elementary, Worldly Wisdom As It Relates
     to Investment Management and Business,” Outstanding Investor Digest, vol. X
     (May 5, 1995).
250         Notes

13.	 Edwin LeFevre, Reminiscences of a Stock Operator (1st ed. 1923; rev. ed. John
               `
     Wiley & Sons, 1994).
14.	 Graham, Intelligent Investor, 245.
15.	 Ibid., 124–125
16.	 Bill Spindle, “Been There? Euphoric ’80s in Japan Ended in Long Slide,” The
     Wall Street Journal, January 18, 2000.
17.	 Steve Liesman and Jacob M. Schlesinger, “Blunted Spike: The Price of Oil Has
     Doubled This Year; So, Where’s the Recession?” The Wall Street Journal, De-
     cember 15, 1999; Joseph Kahn, “Surge in Oil Prices Is Raising Specter of In-
     flation Spike,” The New York Times, February 21, 2000.
18.	 Graham, Intelligent Investor, 162.
19.	 Gretchen Morgenson, “Investing’s Longtime Best Bet Is Being Trampled by the
     Bulls,” The New York Times, January 15, 2000.


Chapter 6
 1.	 Donald Schwartz, late professor at the Georgetown University Law Center,
     prepared the original version of this parable, rewritten for publication here and
     previously appearing in others forms in Lawrence A. Cunningham, Introductory
     Accounting and Finance for Lawyers (West Group 2d ed., 1999) and Lewis D.
     Solomon, et al., Corporations Law and Policy (West Group 4th ed., 1998).
 2.	 Carol Loomis, “Mr. Buffett on the Stock Market,” Fortune, November 22, 1999.
 3.	 Charles T. Munger, author of “A Lesson on Elementary, Worldly Wisdom As It
     Relates to Investment Management and Business,” Outstanding Investor Digest,
     vol. X (May 5, 1995), furnished this example.
 4.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren Buffett:
     Lessons for Corporate America (The Cunningham Group, 1997), 71.


Chapter 7
 1.	 Benjamin Graham, The Intelligent Investor (1st ed. 1949; 4th rev. ed. Harper &
     Row, 1973), 63.
 2.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren Buffett:
     Lessons for Corporate America (The Cunningham Group, 1997), 92–93.
 3.	 Benjamin Graham, The Interpretation of Financial Statements (1st ed. 1937; rev.
     ed. Harper Business, 1998), 77.
 4.	 Buffett and Cunningham, Essays, 208.
 5.	 Ibid., 91–92.
 6.	 Adrian J. Slywotzky and David J. Morrison, authors of Profit Patterns (Times
     Business, 1999), identify and discuss the patterns described in the accompa-
     nying text.
 7.	 Bill Miller, “Amazon.com’s Allure,” Barron’s, November 15, 1999.
 8.	 Buffett and Cunningham, Essays, 96–97.
                                                                    Notes         251

 9.	 Graham, Intelligent Investor, 286.
10.	 Buffett and Cunningham, Essays, 99.
11.	 The psychology literature calls the resistance bias a “principle of conservatism”
     and the pattern-seeking bias a “representativeness heuristic.” Both labels seem
     not only unwieldy but imprecise when adapted for thinking about investor be-
     havior. Nevertheless, investment theorists cling to these terms in arguing that
     these cognitive biases play a role in explaining market inefficiencies. For an
     example, consider Andrei Shleifer, Inefficient Markets: An Introduction to Be-
     havioral Finance (Oxford University Press, 2000).
12.	 Buffett and Cunningham, Essays, 87.
13.	 Ibid., 53.


Chapter 8
 1.	 Leopold A. Bernstein and John J. Wild, Analysis of Financial Statements (5th
     ed. McGraw-Hill, 2000), 102–03.
 2.	 Benjamin Graham, The Interpretation of Financial Statements (1st ed. 1937; rev.
     ed. Harper Business, 1998), 32.
 3.	 For more, consult ibid. or Lawrence A. Cunningham, Introductory Accounting
     and Finance for Lawyers (2nd ed. West Group, 1999), on which this and the
     next chapter draw (the title is intended to show that it is for the nonaccountant;
     it is not exclusively for lawyers).


Chapter 9
 1.	 Benjamin Graham, The Intelligent Investor (1st ed. 1949; 4th rev. ed. Harper &
     Row, 1973), 277.
 2.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren Buffett:
     Lessons for Corporate America (The Cunningham Group, 1997), 101. Note also
     Subrata N. Chakravarty, “Three Little Words,” Forbes, April 6, 1998.
 3.	 Buffett and Cunningham, Essays, 187.
 4.	 The per share figures throughout this chapter do not take into account any
     stock splits occurring in 2000 or beyond.
 5.	 Graham, Intelligent Investor, 14–15.
 6.	 Michael Metz and David Kerdell, “Graham and Dodd Revisited,” Portfolio Strat-
     egy (CIBC Oppenheimer, December 11, 1998).
 7.	 Benjamin Graham, The Interpretation of Financial Statements (1st ed. 1937; rev.
     ed. Harper Business, 1998), 15, 23.
 8.	 Ibid., 49.
 9.	 Ibid., 48–49.
10.	 Philip L. Carret, The Art of Speculation (1st ed. 1930; rev. ed. Fraser, 1984).
11.	 Graham, Intelligent Investor, 277–282.
252         Notes

12.	 John Burr Williams, The Theory of Investment Value (1st ed. 1938; rev. ed. Fra-
     ser, 1997).
13.	 Robert Shiller, Irrational Exuberance (Princeton University Press, 2000) (not-
     ing the studies referred to and reporting on others done directly that show
     slightly lower expected returns), 52–55; Graham, Intelligent Investor, 122.
14.	 Buffett and Cunningham, Essays, 85.
15.	 Stern Stewart, the firm that trademarked the term “economic value added,”
     publishes volumes of material on the concept, including G. Bennett Stewart
     III, “EVA : Fact and Fantasy,” Journal of Applied Corporate Finance, vol. 7
     (1994).
16.	 The Coca-Cola Company defines “economic value added” in a glossary in its
     annual report as year-to-year growth in after-tax operating income in excess of
     a varying estimated charge for average operating capital employed.
17.	 Graham, Interpretation, 75–76.


Chapter 10
 1.	 David Burgstahler and Ilia Dichev, “Earnings Management to Avoid Earnings
     Decreases and Losses,” Journal of Accounting and Economics, vol. 24 (1997).
 2.	 Michael Schroeder, “SEC to Adopt Disclosure Rules for Companies,” The Wall
     Street Journal, December 16, 1999.
 3.	 New York Stock Exchange Listed Company Manual, Section 303.01, Audit Com-
     mittees (available from http://www.nyse.com/listed). Big accounting firms used
     these rules and recommendations to formulate statements of audit committee
     standards. For example, see PriceWaterhouseCoopers, Audit Committees: Best
     Practices for Protecting Shareholder Interests (1999); KMPG, Shaping the Audit
     Committee Agenda (1999).
 4.	 Graham’s lampooning appears in Warren E. Buffett and Lawrence A. Cun-
     ningham, The Essays of Warren Buffett: Lessons For Corporate America (The
     Cunningham Group, 1997), 159–65. Briloff’s work includes More Debits Than
     Credits (Harper & Row, 1976) and Unaccountable Accounting (Harper & Row,
     1972).
 5.	 Some of these charade discussions are adapted from Lawrence A. Cunningham,
     Introductory Accounting and Finance for Lawyers (2nd ed. West Group, 1999).
 6.	 Buffett and Cunningham, Essays, 193.
 7.	 Benjamin Graham, The Intelligent Investor (1st ed. 1949; 4th rev. ed. Harper &
     Row, 1973), 167.


Chapter 11
 1.	 Benjamin Graham, The Intelligent Investor (1st ed. 1949; 4th rev. ed. Harper &
     Row, 1973), 155.
 2.	 Ibid., 286.
 3.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren Buffett:
                                                                 Notes         253

    Lessons for Corporate America (The Cunningham Group, 1997), 147.
 4.	 For additional analysis and sources, consult Lawrence A. Cunningham, “Com-
     monalities and Prescriptions in the Vertical Dimension of Global Corporate
     Governance,” Cornell Law Review, vol. 84 (1999), on which this and the fol-
     lowing chapters draw.
 5.	 Graham, Intelligent Investor, 270.
 6.	 AMP, Inc. v. Allied-Signal, Inc., 1998 US District LEXIS 15617 (Federal Eastern
     District of Pennsylvania, October 8, 1998), reversed on other grounds by the
     Federal Third Circuit Court of Appeals, 168 Federal Reporter 3d 649 (January
     20, 1999).
 7.	 Buffett and Cunningham, Essays, 47.


Chapter 12
 1.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren Buffett:
     Lessons for Corporate America (The Cunningham Group, 1997), 138.
 2.	 Ibid., 86–87, 96.
 3.	 Roberta Romano, “Corporate Law and Corporate Governance,” Industrial and
     Corporate Change, vol. 5 (1996); Sanjai Bhagat and Bernard Black, “The Un-
     certain Relationship between Board Composition and Firm Performance,” Busi-
     ness Lawyer, vol. 54 (1999).
 4.	 Buffett and Cunningham, Essays, 40.
 5.	 James A. Brickley, Jeffrey L. Coles, and Gregg Jarrell, “Leadership Structure:
     Separating the CEO and Chairman of the Board,” Journal of Corporate Finance,
     vol. 3 (1997).
 6.	 Ira M. Millstein and Paul W. MacAvoy, “The Active Board of Directors and
     Performance of the Large Publicly Traded Corporation,” Columbia University
     Law Review, vol. 98 (1998).
 7.	 Buffett and Cunningham, Essays, 47–54.
 8.	 Investors Responsibility Research Center (press release), “Investors, CEOs,
     Split on Best Governance Practices for Dot-Com Companies,” January 26,
     2000.
 9.	 SEC Rule 14a-8 under the Federal Securities Exchange Act of 1934.
10.	 Benjamin Graham, The Memoirs of the Dean of Wall Street (McGraw-Hill, 1996;
     posthumous publication, Seymour Chatman, ed.), 201–212. The company was
     Northern Pipeline, and the year was 1928 (Graham was 34 years old). Ibid.,
     320.
11.	 Benjamin Graham, The Intelligent Investor (1st ed. 1949; 4th rev. ed. Harper
     and Row, 1973), 270.


Chapter 13
 1.	 Joseph Kahn, “AMP Rejects Allied Signal’s Takeover Bid of $10 Billion,” The
     New York Times, August 22, 1998.
254         Notes

 2.	 John A. Byrnes, “The Blame When the Boss Fails,” Business Week, December
     27, 1999.
 3.	 Consult Kevin Murphy, “Corporate Performance and Managerial Remunera-
     tion: An Empirical Analysis,” Journal of Accounting and Economics, vol. 7
     (1985), and Hamid Mehran, “Executive Compensation Structure, Ownership,
     and Firm Performance,” Journal of Financial Economics, vol. 38 (1995).
 4.	 Ben & Jerry’s Homemade, Inc., 1992 Annual Report (5:1 ratio raised in 1990 to
     7:1); Ben & Jerry’s Homemade, Inc., 1998 Annual Report (16:1 ratio at its “his-
     torical high” and would be higher if “the present value of unexercised stock
     options were included”).
 5.	 Lee Gomes, “McAfee.com to Make Long-Awaited IPO,” The Wall Street Jour-
     nal, December 2, 1999.
 6.	 Haig Simonian and Nikki Tait, “U.S. Executives Earn Much More,” The Fi-
     nancial Times (London), August 3, 1998.
 7.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren Buffett:
     Lessons for Corporate America (The Cunningham Group, 1997), 54–55.
 8.	 “Accounting for Stock-Based Compensation,” Statement of Financial Account-
     ing Standards No. 123 (Financial Accounting Standards Board, 1995).
 9.	 Gretchen Morgenson, “Investors May Now Eye Costs of Stock Options,” The
     New York Times, August 29, 2000 (reporting studies performed by Pat Mc-
     Connell of Bear Stearns); Manitou Investment Management Ltd., The Long
     View: The Amazing Stock Option Bubble (October 1999) (reporting studies per-
     formed by the British research firm Smithers and the U.S. investment banking
     firm Sanford Bernstein).
10.	 David Leonhardt, “In the Options Age, Rising Pay (and Risk): Will Today’s
     Huge Rewards Devour Tomorrow’s Earnings?” The New York Times, April 2,
     2000.
11.	 Buffett and Cunningham, Essays, 58.
12.	 Reuters, “Study Says Mergers Often Don’t Aid Investors,” The New York Times,
     December 1, 1999.
13.	 Buffett and Cunningham, Essays, 143.
14.	 Mattell, Inc., SEC Form 8-K (filed July 22, 1999).
15.	 Mattell, Inc., SEC Form 8-K (filed October 22, 1999).
16.	 Buffett and Cunningham, Essays, 123–127.
17.	 Beginning in 1999, the author helped direct a project on firm structures for the
     Independence Standards Board, and his views expressed here do not necessarily
     represent those of that project or of the board.
18.	 Buffett and Cunningham, Essays, 168.

Chapter 14
 1.	 David Gladstone, Venture Capital Handbook (Prentice-Hall, 1988), 101–104.
 2.	 Warren E. Buffett and Lawrence A. Cunningham, The Essays of Warren
     Buffett: Lessons for Corporate America (The Cunningham Group, 1997), 36
                                                               Notes         255

   (this is one of Berkshire Hathaway’s famous “Owner Related Business Prin-
   ciples”).
3.	 This discussion draws on the annual letters of John F. (Jack) Welch to General
    Electric Co. shareholders from 1985 through 2000. Some of them were coau-
    thored with other GE executives.
4.	 This discussion draws on the annual letters of Michael D. (Mike) Eisner to
    Walt Disney Co. shareholders from 1988 through 2000.
5.	 This discussion draws on the annual letters of Roberto C. Goizueta to Coca-
    Cola Co. shareholders from 1985 through 1996, plus an article enclosed with
    one of them by Mr. Goizveta called “The Emerging Post-Conglomerate Era:
    Changing the Shape of Corporate America,” Leaders, April–June 1989.
This page intentionally left blank.
     COMPANY INDEX



     Adirondack Trading Partners, 187                  Capital Cities, 214
     Alabama National, 106                             Carnival, 107
     AlliedSignal, 179–180, 205–206, 214, 223          Cendant Corporation, 153, 166–167
     Amazon.com, 115–116, 120–122, 124–128, 130–       Central Broadcasting System (CBS), 53
           131, 133–136, 139, 141–142, 147–148, 217    Charles Schwab, 66
     America Online (AOL), 55–56, 164                  Chicago Bulls, 65
     American Broadcasting Corporation (ABC),          Chrysler, 180, 185, 189, 208
           114, 214, 232, 233                          Cirrus Logic, 55
     American Home Products, 106                       Cisco, 84, 211
     American Institute of Certified Public Ac-         Clorox, 112
           countants (AICPA), 155–156                  Coca-Cola Company, 84, 106–107, 108, 113–
     American Standard, 227                                 114, 127, 136, 150, 177, 200, 235–241
     Amoco, 185                                        Colgate-Palmolive, 107
     AMP, 179–180, 205–206, 214                        Compaq, 112
     Anheuser-Busch, 106, 194                          ConEd, 106
     Applied Materials, 105                            Credit Suisse, 185
     AT&T, 106, 177                                    CUC International, 166
                                                       CVS, 106

     Bang & Olufsen, 108
     Bank of Boston, 163                               Daimler Benz, 180, 185, 187, 189, 208
     Bankers Trust, 185                                Dell Computer, 59, 60–61, 108, 112
     Banque Nationale de Paris, 185                    Deutsche Bank, 185
     Barings, 79–80                                    Deutsche-Telecom, 185
     Barnes & Noble, 109, 113, 130                     Disney, 113–114, 135, 137, 199, 214, 230–235
     Ben & Jerry’s, 177, 207–208                       Donaldson Lufkin Jenrette, 185
     Berkshire Hathaway, 11, 12–13, 14, 55, 71, 117,   Dow Chemical, 106
           150, 201, 217, 222                          Dow Jones, 53
     Bertelsmann, 185                                  Dresdner, 185
     Black Hills, 106                                  Dun & Bradstreet, 196
     Bloomberg News, 53, 57                            DuPont, 84, 99, 106, 177, 194
     BMW, 106
     Body Shop, 177
     Boeing, 106, 108                                  E-America Dot.com (satire), 157–160
     Border’s, 109                                     eBay, 200
     British Petroleum, 185                            Elf Aquitaine, 185
     Brown-Forman, 194                                 Eli Lilly, 106, 194
     Business for Social Responsibility, 177           Emulex, 53–54, 58
                                                       Enron, 106
                                                       ESPN, 114, 214, 232
     CalPers, 197, 199                                 E*Trade, 187
     Campbell’s Soup, 112                              Euronext, 186


                                                                                                257

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
258           Company Index


Evening Exchange, 62
                            Kenneth Cole, 107

Exxon-Mobil, 106, 146
                           Kimberly-Clark, 107

                                                 KPMG, 212

                                                 Kraft Foods, 213

Fabri-Centers, 164–165
Federal Express, 106, 177

Federal Reserve Board, 8, 190
                   Learning Company, 213

Financial Accounting Standards Board
            Leasco, 153

      (FASB), 156
                               London Stock Exchange, 7

First Oaks, 106
                                 Longleaf Partner Funds, 11

Folio, 66
                                       Lucent, 106

Food and Drug Administration, U.S. (FDA),
                  ¨
                                                 LVMH Moet Hennessy Louis Vuitton, 185

      52

Ford, 112, 185

Freerealtime, 57
                                McDonald’s, 106, 120

French Bourse, 17, 186
                          McGraw-Hill, 194

                                                 Mannesmann, 180, 184–185, 188

                                                 Marketwatch.com, 53

Gap, 106

                                                 Mattel, 108, 213–214
General Electric (GE), 99, 108, 113, 114–116,
   Mazda, 185

     121–130, 133–136, 139–142, 147–148, 199–

                                                 MCI, 106

     200, 210, 217, 222–230, 239

                                                 Mead, 107, 194

General Motors (GM), 199–200, 203
               Mercury Finance, 163–164
Gillette, 107
                                   Microsoft, 114–116, 121–130, 133–136, 141, 147–

Goldman Sachs, 188
                                  148, 174, 211, 216, 217

Gucci, 107, 185
                                 MicroStrategy, 153, 166

                                                 Mitsubishi, 185

Hasbro, 108, 177
                                Motley Fool, 54

Heineken, 106
                                   Motorola, 177

 `
Hermes International, 106

Hershey’s, 106, 200

                                                 Nabisco, 113, 185

HFS Inc., 166

Home Depot, 106, 177
                            Nasdaq, 5–7, 54, 59, 62, 67, 87, 186, 187

                                                 National Association of Corporate Directors

Honeywell, 108

Hoover, 112
                                          (NACD), 197

                                                 National Association of Securities Dealers

                                                      (NASD), 187

IBM, 112, 211
                                   National Broadcasting Corporation (NBC),

Instinet, 62
                                         114

Intel, 107
                                      National Student Marketing, 153, 164

International Accounting Standards Com
   -      NEI Webworld, 56–58
      mittee (IASC), 182
                             ´
                                                 Nestle, 106

International Organization of Securities
        Network Associates, 208

      Commissions (IOSCO), 189
                  New York Stock Exchange (NYSE), 3–4, 5,

International Securities Exchange, 187
               7, 59, 62, 78, 186, 187

Island, 62
                                      Nike, 107

iX (International Exchanges), 186–187            Nissan, 182, 185

                                                 Nordstroms, 194


JoAnn Fabrics, 165

John Deere, 106
                                 Olivetti, 185

Johnson & Johnson, 75
                           Om Gruppen, 186

Johnson Controls, 107, 108
                      Omnigene Diagnostics, 56

                                                               Company Index            259

Oracle, 211
                                     Standard & Poor’s, 196

Osaka Securities Exchange, 187
                  Standard Oil, 174

                                                 Starbucks, 108

                                                 Steinway, 107

PaineWebber, 185, 187
                           Sunbeam, 153, 165, 166, 207

PairGain Technologies, 57
                       Supreme Court, U.S., 52

Palm, 211

Papa John’s Pizza, 75

Paramount, 179
                                  Teacher’s Insurance Annuity Associate-

Paribas, 185
                                         College Retirement Equities Fund

Pearson, 162–163                                      (TIAA-CREF), 179, 197

Penguin, 162–163                                 Telecom Italia, 185

Penn Central, 153
                               Texaco, 106, 200

Pepsi, 84, 107, 127
                             Tiffany’s, 106

Perdue, 112
                                     Time Inc., 179

Pfizer, 106
                                      Tokyo Stock Exchange, 7

Philips-Van Heusen Corporation, 177
             Toshiba, 227

Polaroid, 177, 211
                              TOTAL-FINA, 185

Polo Ralph Lauren, 107
                          Toys-‘‘R’’-Us, 108

Procter & Gamble, 74–75, 85, 105, 108, 113,
     Track Data Corporation, 79

     200
                                        Tweedy Browne, 11

Putnam Berkley, 163


                                                 UBS, 185

Quigley Corporation, 55
                         Unilever, 177

                                                 United Biscuits, 185

                                                 United Technologies, 99

Raging Bull, 54, 57
                             U.S. Steel Corporation, 157

Ralph Lauren, 107

Reebok, 177

                                                 Value Line Investment Survey, 11

Renault, 185

                                                 Vanguard, 11, 199

Rite-Aid, 220

                                                 Vodafone, 180, 184–185, 188

Robert Morris Associates, 196

                                                 Volkswagen, 185

Rolls Royce, 185


                                                 Wal-Mart, 108, 177, 200, 227

Saks Fifth Avenue, 109
                          Walgreen’s, 106

Salomon Brothers, 163
                           Walt Disney Company, 113–114, 135, 137, 199,

Samsung, 185
                                         214, 230–235

Santa Fe Institute, 36–37                        Washington Post Company, 13, 194

SAP, 187, 189
                                   Wasserstein Parella, 185

Sears, 200
                                      Westinghouse, 200

Securities and Exchange Commission
              Wilshire, 106

      (SEC), 3–4, 11, 54, 56–59, 61, 67, 105,
   Windsor Fund, 11, 14

      155–156, 165, 182–183, 187, 189, 202,
     Wrigley, 200

      211, 219–220

Sequoia Fund, 11

Silicon Investor, 54
                            Xerox, 113

     ´te ´
Socie ´ Generale, 185

Softbank Corporation, 187

Sony, 106
                                       Yahoo!, 54, 55, 57, 211

Sotheby’s, 116
                                  Yokogawa, 227

South Sea Company, 9–10                          Yves Saint Laurent, 185

 NAME INDEX



 Alexander, Sidney, 21                                Disney, Walt, 214, 230, 231, 232, 234
 Ammer, John, 49                                      Dunlap, Al, 165, 207
 Aristotle, 49
 Arrow, Kenneth, 26
 Astor, Lady, 208–209                                 Eaton, Robert, 208
                                                      Eckert, Robert, 213
                                                      Edison, Thomas, 223
 Bachelier, Louis, 17–18, 22                          Einstein, Albert, 18, 22, 32, 46
 Baker, James, 8                                      Eisner, Michael, 214, 230–235
 Barad, Jill, 213
 Baruch, Bernard, 11
 Bass, Thomas, 37
                                                      Fama, Eugene, 20, 21, 25, 27–28
 Berra, Yogi, 82
                                                      Farmer, Doyne, 37
 Black, Fischer, 26
                                                      Fisher, Phil, 13, 221
 Blair, Tony, 182–183
                                                      Franklin, Ben, 118
 Bogle, Jack, 13, 199
                                                      Friedman, Milton, 23, 87–88
 Boorstein, Daniel, 119
                                                      Fukuyama, Francis, 31
 Bossidy, Larry, 223
 Brett, George, 64
 Briloff, Abraham, 156–157
 Brown, Robert, 18                                    Gabelli, Mario, 11
 Buffett, Warren, 4, 9, 11, 12–14, 27, 48, 49,        Gates, Bill, 115
       55, 65, 71, 73, 76, 81, 87, 88, 100, 102,      Gleick, James, 36–37
       103, 109, 111, 117, 118, 134, 137, 145, 150,   Goethe, G. W. F., 241
       167, 171, 172, 191, 193, 197, 198–199,         Goizueta, Roberto, 113–114, 150, 235–241
       206, 209, 211–212, 216, 220, 222, 243          Graham, Benjamin, 4–5, 11, 13–14, 22, 32,
 Burgstahler, David, 154                                   33, 49, 56, 69, 70–71, 73, 76, 80–82,
 Burke, Dan, 214                                           86, 87, 109, 111, 117, 121, 134, 137, 143–
                                                           144, 145, 150–151, 156–157, 167, 171, 179,
                                                           193, 203–204, 243–244
 Campbell, John, 49
 Carew, Rod, 64
 Carret, Phil, 13, 14, 56, 143                        Hackworth, Michael, 55
 Clinton, Bill, 225–226                               Hawkins, Mason, 11
 Cowles, Alfred, 18                                   Hertz, Barry, 79
 Cuniff, Richard, 11                                  Hixon, Robert, 179
                                                      Hurst, H. E., 35–36

 de la Vega, Joseph, 10
 Dichev, Ilia, 154                                    Jordan, Michael, 65
 Disney, Roy, 214, 232                                Jordan, Vernon, 200


                                                                                                260

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
                                                                Name Index            261

Kendall, Maurice, 18
                          Perdue, Frank, 112

Keough, Donald, 235
                           Perot, Ross, 225–226

Keynes, John Maynard, 11, 13, 25, 26, 87–88
   Peters, Edgar, 36, 44–46

Klatsky, Bruce, 177
                                   ´
                                               Poincare, Henri, 37

Knapp, Tom, 11
                                Price, Michael, 13

                                               Price, T. Rowe, 13


Leeson, Nick, 79–80

   `
Lefevre, Edwin, 56, 82

                                               Ricketts, Howard T., 4

Levitt, Arthur, 67, 153–154, 155–157, 161,

                                               Roosevelt, Theodore, 174

     166, 183

                                               Ruane, William, 11

Lo, Andrew, 25

                                               Rubin, Robert E., 182–183

Loeb, Gerald, 11, 13, 14, 65, 75

Loomis, Carol, 102

Lorenz, Edward, 37–38

Lyapunov, Aleksandr, 43–44
                    Samuelson, Paul, 18, 22

Lynch, Peter, 13, 14, 65
                      Savage, Leonard, 18

                                               Schafer, David, 11

                                               Schrempp, Jurgen, 208

MacKinley, A. Craig, 25
                       Schwed, Fred, 5, 222

McLuhan, Marshall, 232
                        Shakespeare, William, 12

Malkiel, Burton, 12
                           Sharpe, William F., 26, 28, 29

Mandelbrot, Benoit, 45
                        Shiller, Robert, 48–49

Markowitz, Harry, 28, 29
                      Shleifer, Andrei, 48

Munger, Charlie, 11, 14, 32, 49, 134, 150
     Smith, Adam, 31

Murphy, Tom, 214
                              Soros, George, 13, 15

                                               Stein, Herb, 9

                                               Summers, Lawrence, 48

Neff, John, 11, 14

Newton, Isaac, 37

Nixon, Richard, 13

                                               Templeton, John, 11

Nunn, Sam, 200

                                               Tobin, James, 25–26

                                               Tokyo Joe, 57–58

Ovitz, Mike, 235


                                               Welch, Jack, 114–115, 125, 222–230, 239

Pacioli, Luca, 153
                            Williams, John Burr, 144, 146

Packard, Norman, 37
                           Williams, Ted, 64, 222

Park, Yun Soo Oh (Toyko Joe), 57–58
           Working, Holbrook, 18

 SUBJECT INDEX



 AAA approach, at Coca-Cola, 237, 241          Bulletin boards, 54, 56–57
 Accountability, 211                           Business climate, 85–86
 Accounting:                                   Business value, 70–75
    auditing and, 217–220                         (See also Valuation)
    globalization and, 181–183, 219            Business volatility, 31–32
    internal financial controls, 218            Butterfly effect, 37–38, 47
    for mergers and acquisitions, 154–155
 Accounting goodwill, 137, 154
 Accounting trickery, 52, 153–167
    examples of aggressive accounting, 161–
                                               Capital allocation, 215–217
      167

                                               Capital asset pricing model (CAPM), 29–32,
    perennial techniques, 153–157

                                                    34, 72
    satire of, 157–161

                                               Capital markets, globalization and, 186–
 Accounts receivable turnover, 125–126
                                                    187
 Acid test ratio, 122–123
                                               Capitalization of earnings method of valua-
 Analyst effect, 11
                                                    tion, 95–96, 98, 99, 133, 138–142
 Annual reports, 105–106
                                               Capitalization rate, 140
 Anomaly effects, 10–11, 21
                                               Care, duty of, 177–178
 Arbitrage, 27, 79–80
                                               Cash-burn, 83, 159–160
 Ask, 59–60
                                               Cash flow, in discounted cash flow method
 Asset allocation, 76–77
                                                    of valuation, 96–98, 99, 133, 144–
 At-will employment, 173
                                                    145
 Auditing, 217–220
                                               Chaos (Gleick), 36–37
                                               Chaos theory, 31, 36–46
                                                  butterfly effect and, 37–38, 47

 Balance sheet, 134–138                           fractals and, 44–46

 Bargain hunting, 137                             hockey puck problem and, 38, 47

 Behavioral finance, 47–49                         Lyapunov exponents and, 43–44

 Beta, 29–32                                      origins of, 37–38

 Bid, 59–60                                       phase portraits and, 38–43

 Bid-ask spread, 60, 61                           pricing discontinuity and, 46–47

 Big bath accounting, 154                         pricing persistency in, 46–47

 Board of directors (see Corporate gover-         time-series data and, 38–43, 45

       nance)                                  Chartists, 24
 Book value, 92–93, 134–138, 147               Chat rooms, 54, 56–57
 Boundarylessness, at General Electric, 223,   Chief executive officers (CEOs):
       224, 226, 228, 229, 230                    Michael Eisner, 230–235

 Branded products, 112, 136, 236–237              Roberto Goizueta, 235–241

 British South Sea bubble, 9–10                   Jack Welch, 222–230

 Brownian motion, 18                              key characteristics of, 221–222

 Bullet-train thinking, 227                       selection of, 206–207



                                                                                      262

Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
                                                              Subject Index            263

Circle of competence, 105–118                  Demand Flow Technology, at General Elec-
   decision making and, 116–118                     tric, 227

   full circle, 114–116                        Depreciation, 93, 96, 98, 99, 131

   initial, 106–109                            Derivative securities, 8

   nurtured, 109–114                              (See also Stock options)

Circuit breakers, 3–4
                         Diluted earnings, 138

Co-location, at General Electric, 227
         Directors (see Corporate governance)

Commercial banking, 174, 187, 190
             Discount brokers, 61

Commodities, 112
                              Discounted cash flow method of valuation,

Compensation:
                                      96–98, 99, 133, 144–145

   determining levels of, 207–208              Discounting, 97–98

   stock options in, 208–212, 216–217
         Diversification, 15, 75–76

Compounding, 100–102
                             asset allocation and, 76–77

Confirmation bias, 118
                            income allocation and, 77–78

Corporate governance, 172–176, 183–184
           and modern portfolio theory, 29

   board independence, 198–199                 Dividend discount method of valuation, 144–
   capital allocation, 215–217                      145

   CEO selection, 206–207                      Dividend policy, 215–216

   compensation and, 207–212                   Dividend reinvestment plans (DRIPs), 74–

   globalization and, 172–176, 183–184              75

   integrity of financial reporting, 217–       Dutch tulip bulb mania, 9, 10

     220
                                      Duty of care, 177–178

   involvement in other boards, 200–201
       Duty of loyalty, 178

   orientation of board, 195–200

   reforms in, 197

   shareholder primacy and, 180, 189–190,
     E-commerce (see Internet)
     194
                                      Economic goodwill, 136–137
   shareholder proposals and, 202–204
         Economic value added, 149–151
   size of board, 200
                         Efficient market theory (EMT), 4, 7–49
   son-in-law standard, 193–195
                  anomaly effects and, 10–11, 21

   succession and, 201, 206–207
                  behavioral finance and, 47–49

   takeover evaluation, 212–215
                  capital asset pricing model and, 29–32,

   (See also Chief executive officers; Mana
-         34, 72

     gerial integrity and ability)
               challenges to, 47–49

Corporate social responsibility, 176–179
         chaos theory and, 36–46

Correlation tests, 19–20
                         ‘‘lucky monkey’’ viewpoint and, 12–13

Cost of debt, 145
                                market bubbles and, 8–10

Cost of equity, 145
                              as misleading, 72

Cost of goods sold (COGS), 125
                   modern portfolio theory and, 28–29, 64,

Crash of 1929, 8, 84
                                72

Crash of 1987, 7–8, 46, 48, 67, 72
               noise theory and, 25–28, 33–34

Credit sales, 126
                                perfect market and, 22–23

Currency reporting, 160
                          professional investors and, 11, 12–15

Current ratio, 121–122
                           random walk model and, 12–13, 17–

                                                     22

                                                  three forms of efficiency, 23–25, 26

Day trading, 4, 47, 70
                           volatility and, 51–67

   margin trading and, 79
                     Electronic computer networks (ECNs), 60–
   trader volatility and, 63–64, 66
                 63

Debt-to-equity ratio, 123–124
                 EMT (see Efficient market theory)

Decimal pricing, 62
                           Essays of Warren Buffett, The (Buffett), 171,

Decision making, 116–118
                            222

Delinkage, 71
                                 Euclidean geometry, 44–46

264          Subject Index


European Union (EU):
                           Index funds, 73–74, 99

   corporate governance and, 175–176, 183
      Individual retirement accounts (IRAs), 76,

   integration of finance and governance,
              77

     181                                        Inflation, in valuation process, 103, 136

   (See also names of specific countries)        Information volatility, 51–59

Expenses, matching revenues with, 93–94             negative, 52–59

                                                    positive, 52

                                                Informational efficiency, 26

Filter technique, 21
                           Infrastructure fortification, at Coca-Cola,

Financial alchemy, 81–86
                              238

Financial leverage index, 130
                  Initial public offerings (IPOs), 8–9

401(k) accounts, 76, 77
                        Inside tips, 56

Fractals, 44–46
                                Insider effect, 11

France, mergers and acquisitions, 185
          Integrated diversity, at General Electric,

Fraud detection, 219
                                  223, 225, 226

Free rider strategy, 73, 76
                    Intelligent Investor, The (Graham), 22, 134

Fundamental analysis, 70–75
                    Interest rates:

Fundamental efficiency, 26
                          risk-free, 102, 141, 142

                                                    in valuation process, 102

                                                Internet, 8–9

Germany:
                                           and Disney, 232

   corporate governance and, 175
                   and General Electric, 228–229

   globalization and, 187
                          rise of, 113

   information and, 188, 189
                       Webcasting, 54

   mergers and acquisitions and, 180, 185
      Interpretation of Financial Statements, The
   social responsibility and, 177
                     (Graham), 121

Glass-Steagall Act, 174, 187, 190
              Intrinsic time, 46–47

Globalization, 52, 113, 171–191
                Inventory turnover, 124–125

   accounting and, 181–183, 219
                Investment banking, 174, 187, 190

   capital markets and, 186–187
                Italy, mergers and acquisitions, 185

   corporate governance and, 172–176, 183–

     184

   information and, 188–189
                    January effect, 11

   mergers and acquisitions, 178–180, 184–
     Japan:

     186
                                          accounting and, 181–182

   orientation of board, 195–200
                  corporate governance and, 176, 184

   shareholder primacy and, 172–176, 180,
         globalization and, 185, 187

     189–190
                                      information and, 189

   social responsibility and, 176–179
             stock market bubble, 9, 84

Goodwill, 136–137, 154
                         Joseph effect, 46–47

Greater fool theory, 69


                                                Lake Woebegon syndrome, 117

H exponent, 35–36
                              Learning culture:

Half Movement, at General Electric, 227
           at Coca-Cola, 239–240

Hedge funds, 15
                                   at General Electric, 227, 228

Hoaxes, 53–58
                                  Leverage, 123–124, 129, 130

Hockey puck problem, 38, 47
                    Limit cycle attractors, 43

Holding period, 87
                             Linear testing, 33–36

Hostile takeovers, 178–180, 184–186, 214–215
   Liquidation value, 135–136

                                                Liquidity ratio, 122–123

                                                Long-term approach, 86–88

Implied cap rate, 149
                          Loyalty, duty of, 178

Income allocation, 77–78
                       Lyapunov exponents (LEs), 43–44

                                                            Subject Index             265

Macroeconomic factors, 100, 103
              Noah effect, 46–47
Management discussion and analysis, 105–
     Noise theory, 25–28, 33–34
    106, 119
                                 Non-Random Walk Down Wall Street, A (Lo
Managerial integrity and ability, 171–191          and MacKinlay), 25

  accounting and, 181–183                     Nonlinear systems, 31, 33–36

  capital markets and, 186–187
  corporate governance and, 172–176, 183–
    184
                                      On-line brokers, 61

  information and, 188–189
                   Opportunity cost, 77

  key components of, 221–222
                 Options, 79–81, 208–212, 216–217

  mergers and acquisitions and, 178–180,
     Order flow, 60

    184–186, 214–216
                         Overconfidence, 117, 118

  shareholder primacy and, 172–176, 180,
     Owner orientation (see Shareholder pri

                                                                                    -
    189–190
                                       macy)
  social responsibility and, 176–179

  (See also Chief executive officers)

Margin trading, 78–79, 80
                    Pattern seeking, 118

Market bubbles, 8–10, 81–86
                  Perfect markets, 22–23

Market capitalization, 8–9
                   Phase portraits, 38–43

Market cycle, 69, 72
                         Phynance, 36–46

Market efficiency, 64
                         Point cycle attractors, 43

Market makers, transaction volatility and,
   Ponzi schemes, 55

    59–63
                                    PPP approach, at Coca-Cola, 237, 241

Market share, 83–84, 159
                     Practical intelligence, at Coca-Cola, 241

Market volatility, 5–8, 34
                   Predictors, The (Bass), 37

Matching expenses and revenues, 93–94
        Present value, 97–98

Materiality principle, 155, 160
              Price/book ratio, 147

Mergers and acquisitions:
                    Price/earnings (P/E) ratio, 95–96, 148–149

  accounting for, 154–155                     Price/sales ratio, 147–148

  defensive tactics in, 214–215               Pricing discontinuity, 46–47

  hostile takeovers, 178–180, 184–186, 214–   Pricing persistency, 46–47

    215
                                      Private Securities Litigation Reform Act of

  offensive tactics in, 212–214
                   1995, 190

Modern portfolio theory (MPT), 28–29, 64,
    Privatization, 184

    72
                                       Profit margin, 95, 126–128

Momentum traders, 5, 21–22
                   Proxy contests, 203–204

Month effect, 11
                             Pump-and-dump schemes, 56–58

Mutual funds, 99, 177


                                              Q fever, 4–5

National Securities Markets Improvements
     Quality of income, 131

     Act of 1996, 182
                                                               -
                                              Quick Market Intelligence (QMI), at Gen

Negative information volatility, 52–59             eral Electric, 227

   accounting trickery and, 52, 153–167       Quick ratio, 122–123

   pump-and-dump schemes, 56–58
   rumor-based ‘‘news’’ and, 53–58
   share repurchases and, 52, 216–217         Random Walk Down Wall Street, A (Mal

                                                                                  -
Neoclassical economic model, 31
                   kiel), 12

Net current assets, 137
                      Random walk model, 17–22, 31

Netherlands:
                                    correlation tests and, 19–20

   corporate governance and, 175
                described, 12–13

   mergers and acquisitions, 185
                H exponent and, 35–36

News cycle, 53
                                  perfect market and, 22–23

Nile River Dam project, 35
                      runs and, 20

266           Subject Index


Random walk model (Cont.):
                       Semistrong-form efficiency, 23–25, 26

   trading rules and, 20–22
                      Shareholder primacy:

   validity of, 24, 35
                               at Coca-Cola, 236

   weak form efficiency and, 23–25
                    corporate governance and, 172–176, 180,

Rate of return, 95
                                     189–190, 194

Ratio analysis, 119–132
                          Shareholder proposal rule, 202–204

   current ratio, 121–122
                        Simplification philosophy, at General Elec
  -
   debt-to-equity ratio, 123–124
                       tric, 225, 229

   inventory turns, 124–125
                      Six Sigma quality, at General Electric, 227–

   price/book ratio, 147
                               228

   price/earnings ratio, 95–96, 148–149
          Smoothing techniques, 153

   price/sales ratio, 147–148
                    Social responsibility, 176–179

   profit margin, 95, 126–128
                     Son-in-law standard, 193–195

   quick ratio, 122–123
                          Spamming, 55–56

   receivable turns, 125–126
                     Specialists, transaction volatility and, 59–63

   return on assets, 129–131
                     Speculation, 5, 73, 79–80

   return on equity, 128
                             market bubbles and, 8–10, 81–86

   return on investment, 128–129
                     (See also Day trading)

   working capital, 120–121
                      Speed philosophy, at General Electric, 224,

Rebalancing, trader volatility and, 63, 64–             227, 229

     65, 66
                                      Stochastic systems, 37

Receivables turnover, 125–126
                    Stock mutual funds, 74, 77

Research-and-development (R&D) expendi
       -   Stock options, 208–212, 216–217

     tures, 154–155
                              Stock repurchases, 52, 216–217

Reserve adjustments, 155, 158–159
                Stock splits, 217

Resistance, 118
                                  Stretch philosophy, at General Electric, 224–

Resource allocation, at Coca-Cola, 238–
                225, 227, 229

     239
                                         Strong-form efficiency, 23–25

Return:                                           Succession, 201, 206–207

   capital asset pricing model and, 29–32         Superiority, 117, 118

   and modern portfolio theory, 28–29             Synergy meetings, at Disney, 230–231

Return on assets, 129–131
                        Systematic risk, 29

Return on equity, 128

Return on investment (ROI), 128–129

Revenue recognition, 155, 158
                    Takeovers, 178–180, 184–186, 214–215
Revenues, matching expenses with, 93–94
          Taxes:

Risk:
                                               impact on investments, 102–103

   appetite for, 117
                                interest deductions on debt, 8

   and modern portfolio theory, 28–29
               on mutual funds versus individual

   risk aversion, 27
                                  stocks, 74

   risk-free rate of interest, 102, 141, 142
     Three-body problem, 37

Rule of 72s, 101–102
                             360 degree management appraisal, 226

Rumors, 27, 53–58, 82
                            Ticks:

Runs, 20
                                            market price, 5

                                                     Q fever and, 4–5

                                                  Time-series data, 19–20, 38–43, 45

Sales per employee, 131
                          Time value of money, 99, 100–102

Salvage value, 99
                                Tips, 27

Saving via stocks, 65–66
                         Trader volatility, 63–66

Scalping, 57
                                        day trading and, 63–64, 66

Scrap value, 99
                                     rebalancing and, 63, 64–65, 66

Sector rotation, 5, 21–22
                           saving via stocks and, 65–66

Sell-offs, 4
                                     Trading rules, 20–22
                                                            Subject Index              267

Transaction volatility, 59–63
               Valuation (Cont.):
Tulip bulb mania, 9, 10
                         margin of safety and, 134, 142–144
24-hour trading, 62
                             market circularity and, 146–149
Typhus, 4
                                       ratio analysis in, 119–132, 147–149
                                                 taxes and, 102–103
                                             Value Line effect, 11

United Kingdom:                              Vividness bias, 118

   accounting and, 182–183                   Volatility, 51–67

   corporate governance and, 172–176, 183–       business, 31–32

     184
                                        information, 51–59

   information and, 188–189
                     market, 5–8, 34

Unsystematic risk, 29
                           prognosis for market and, 66–67

                                                 trader, 63–66

                                                 transaction, 59–63

Valuation, 70–75, 83, 91–103
   assets in, 134–138                        Wall Street rule, 172

   book value in, 134–138                    Watergate, 13

   capitalization of earnings method, 95–    Weak form efficiency, 23–25

     96, 98, 99, 133, 138–142
               Webcasting, 54

   circle of competence and, 105–118
        Weekend effect, 11

   compounding in, 100–102
                  Where Are the Customers’ Yachts? (Schwed),

   discounted cash flow method, 96–98,
            5, 222

     99, 133, 144–145
                       Work-Out, at General Electric, 225–227,

   inflation in, 103, 136
                         228, 229, 230

   interest rates in, 102
                   Working capital, 120–121

 ABOUT THE AUTHOR



 Lawrence A. Cunningham is professor of law at the Benjamin N.
 Cardozo Law School of Yeshiva University in New York City and
 director of The Samuel and Ronnie Heyman Center on Corporate
 Governance at Cardozo, where he has taught since 1992. From 1988
 to 1992, he was an associate with Cravath, Swaine & Moore, where
 he practiced corporate and securities law. Professor Cunningham
 has written numerous books and dozens of articles on accounting,
 business, finance, investing, and related policy matters, including an
 internationally acclaimed collection of Warren Buffett’s letters to
 Berkshire Hathaway shareholders, The Essays of Warren Buffet: Les-
 sons for Corporate America, and the widely used textbook Introduc-
 tory Accounting and Finance for Lawyers. Professor Cunningham has
 taught and lectured widely, in the United States and abroad, at
 schools and business organizations of all kinds. He has served as a
 consultant to corporate boards of directors, law and accounting
 firms, and regulatory and standard-setting bodies. He has been fea-
 tured in Forbes and Money, and on CNN and The Motley Fool Radio
 Show, and has appeared on or been quoted in scores of other broad-
 cast and print media. Professor Cunningham is a magna cum laude
 graduate of Cardozo and earned his B.A. in economics from the
 University of Delaware. He was born and raised in Wilmington, Del-
 aware, and now resides in New York City with his wife, JoAnna Cun-
 ningham. Professor Cunningham is an investor and may hold se-
 curities of some of the companies discussed in this book




Copyright 2001 The McGraw-Hill Companies, Inc. Click Here for Terms of Use
‘‘This timely book challenges investors to move away from the recently-
popular ‘Q Culture’ of speculation to the ‘V Culture’ of value investing,
based on business analysis that focuses on the basics of finance, account-
ing, and governance. The author reminds us that, ‘earnings and cash
flows are what give a business value’—the eternal message of long-run
success in equity investing. It is the critical link in the investment chain,
and Larry Cunningham’s book forges it with heat, power, and persuasive-
ness.’’
                                Jack Bogle, Founder and Former Chairman,
                                                          The Vanguard Group




‘‘Larry Cunningham masterfully tackles critical subjects at the heart of
today’s markets. A much-needed work on a unique style of investing, this
book puts the ABCs of common sense valuation back into the business of
investing. This is the place to look for insight and guidance in the age of
volatile markets and colliding ideas.’’
                       Alan C. (‘‘Ace’’) Greenberg, Chairman, Bear Stearns




‘‘Anyone desiring to be a successful investor should read this excellent
book presenting the important investing principles of Graham, Buffett,
Fisher, and others in a most insightful and understandable manner.’’
                David J. (‘‘Sandy’’) Gottesman, Chairman, First Manhattan




‘‘Remarkably timely. For stock players who realize they played the greatest
fool in the Internet stock game, Cunningham offers a tool for rehabilita-
tion: a guide to thoughtful investing. For earnest investors, he shows how
to live profitably with the moodiness of Mr. Market.’’
                    David Henry, Associate Editor, Finance, Business Week
‘‘While the stock market does not always behave rationally, Larry Cun-
ningham’s well-articulated and insightful views as to value investing are a
refreshing reminder that, just as night follows day, a return to the princi-
ples at the core of Cunningham’s commonsense approach to investing is
inevitable.’’
                    Samuel J. Heyman, Chairman of the Board and CEO,
                                                           GAF Corporation




‘‘Puzzled by acronyms, buzz words, the pop investing concepts? Cunning-
ham explains then debunks them. He gets down to the fundamentals that
investors must know about companies in order to choose reliable winners
in the stock market.’’
                               Janet Lowe, Author, Benjamin Graham on
                               Value Investing and Warren Buffett Speaks

								
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